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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):
June 1, 2026

USA Rare Earth, Inc.
(Exact Name of Registrant as Specified in its
Charter)
| Delaware |
|
001-41711 |
|
98-1720278 |
| (State or Other Jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
| of Incorporation) |
|
|
|
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 1.01 Entry into a Material Definitive Agreement.
The Lease
On June 1, 2026, USA Rare Earth, Inc. (the “Company”)
entered into a Lease Agreement (the “Lease”) with TC Liberty Development, LLC, a Delaware limited liability company (“Landlord”),
for the lease of a to-be-constructed specialty rare earth magnet manufacturing facility located on Bear Den Road in Blacksburg, Cherokee
County, South Carolina (the “Premises”). The Premises will be used for specialty manufacturing and general industrial/warehouse
purposes, including receiving, storing, shipping, and wholesaling products made or distributed by the Company.
The Premises consists of an approximately 800,000
square foot building to be constructed on approximately 129.9 acres of land in Blacksburg, South Carolina. The Premises is intended to
serve as the Company's rare earth magnet manufacturing facility.
The Lease has an initial term of 240 full calendar
months (20 years), commencing on the earliest of (i) the date the Company occupies any portion of the Premises and begins conducting business,
(ii) the date on which substantial completion of base building work is achieved, or (iii) the date on which substantial completion would
have been achieved but for Tenant delays (the “Commencement Date”).
The Company has two successive options to extend
the term of the Lease, each for an additional period of ten years. The Company may exercise each extension option by delivering written
notice to the Landlord not earlier than 18 months or later than 15 months prior to the expiration of the then-current term. The base rent
for each extension term will be the prevailing market rental rate for comparable space in the submarket in which the Premises is located.
In no event will the base rent for an extension term be less than 103% of the base rent in effect during the last month of the immediately
preceding term. If the Company and the Landlord do not agree on the prevailing market rental rate, the rate will be determined through
an arbitration procedure specified in the Lease.
The base rent will be determined based on final
Project Costs (as defined in the Lease) multiplied by the Lease Constant Percentage (as defined in the Lease), with 2.5% annual escalations
on each anniversary of the Commencement Date. The parties will execute an amendment to the Lease setting forth the Base Rent upon final
determination of Project Costs and the Lease Constant Percentage.
The Lease is structured as a net lease. In addition
to Base Rent, the Company is responsible for its proportionate share of operating costs, real estate taxes, and insurance, along with
a property management fee of no more than 1% so long as the Company self-manages the Premises.
The Landlord is responsible for achieving substantial
completion of the base building work. Milestone dates and associated cure periods for substantial completion are set forth in the Lease.
The Company expects to enter into a design build agreement with the Landlord which will include a liquidated damages provision for the
failure to achieve substantial completion by the applicable milestone date.
The Lease is conditioned upon Landlord's acquisition
of the land on terms satisfactory to Landlord and upon Landlord's closing of financing for the Premises within 90 days following the Lease
date. In the event Landlord elects not to purchase the land or fails to close financing, Landlord has the right to terminate the Lease,
in which case (among other things) Landlord would convey the land to the Company and the parties would execute a development services
agreement pursuant to which Landlord would serve as developer.
Provided no event of default exists, the Company
has a right of first offer to purchase the Premises prior to any sale by Landlord to an unrelated third party, subject to customary exclusions.
In addition, the Lease contains customary
provisions, including restrictions on the Company’s ability to assign or sublease the Premises, requirements for the Company to
maintain certain insurance, and indemnification obligations of the Company in favor of the Landlord. The Lease also includes customary
events of default applicable to the Company and corresponding remedies available to the Landlord, as well as termination rights for each
party under certain circumstances, including delays in delivery of the Premises, casualty events, and condemnation.
The foregoing description of the Lease does not
purport to be complete and is qualified in its entirety by reference to the full text of the Lease, which is included as Exhibit 10.1
hereto.
The Incentives Agreement
On June 1, 2026, the Company entered into a Fee-in-Lieu
of Ad Valorem Taxes and Incentives Agreement (the “Incentives Agreement”) with Cherokee County, South Carolina (the “County”)
in connection with the development of the Company's rare earth magnet manufacturing facility in the County. The Incentives Agreement provides
for certain economic development incentives to induce the Company's investment in the facility, including a fee-in-lieu of ad valorem
taxes arrangement and the inclusion of the facility in a multi-county industrial or business park.
Under the Incentives Agreement, the Company is
expected to invest approximately $800 million in the project and to create approximately 325 new jobs. To qualify for and maintain the
fee-in-lieu of ad valorem taxes arrangement, the Company is required to invest a minimum of $400 million in the project during an investment
period of eight years, which automatically extends to thirteen years if the Company has invested at least 75% of the projected investment
by the end of the initial eight-year period.
The fee-in-lieu of ad valorem taxes arrangement
provides for payments to the County calculated using a reduced assessment ratio of 4%, in lieu of the standard assessment ratio otherwise
applicable to manufacturing property, for a term of up to 40 years with respect to qualifying property placed in service during the investment
period. In addition, the facility is to be included in a multi-county industrial or business park established by the County with a partner
county, which supports the availability of the incentives.
The Incentives Agreement contains customary provisions,
including reporting and filing obligations of the Company, events of default and corresponding remedies available to the County, and termination
rights. The Company's failure to meet the minimum investment and other requirements under the Incentives Agreement may result in the reduction,
recapture, or “clawback” of incentive benefits in accordance with applicable South Carolina law.
The foregoing description of the Incentives Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Incentives Agreement, which is included
as Exhibit 10.2 hereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
To the extent applicable, the disclosures included
under Item 1.01 of this Current Report on Form 8-K regarding the Lease are incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On June 2, 2026, the Company issued a press release announcing the Company's
rare earth magnet manufacturing facility project in Cherokee County, South Carolina. A copy of the press release is furnished herewith
as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit
99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth
by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements
This report, including the exhibits filed hereto,
contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements
include those relating to the development and construction of the Company's rare earth magnet manufacturing facility in Cherokee County,
South Carolina, the anticipated timing and completion of construction and commencement of operations at the facility, the Company's expected
capital investment and job creation at the facility, the Company's ability to satisfy the conditions to and realize the anticipated benefits
of the Lease and the Incentives Agreement, and other statements regarding the Company's expectations for future development, operations,
strategies, transactions and financial performance. Such statements can be identified by the fact that they do not relate strictly to
historical or current facts. Words such as “aim,” “anticipate,” “believe,” “can,” “continue,”
“could,” “estimate,” “expect,” “growth,” “intend,” “may,” “might,”
“plan,” “potential,” “project,” “propose,” “should,” “target,”
“vision,” “will,” “would” and similar expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements are subject to risks
and uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially from our expectations, including
without limitation: the ability of the Company and the Landlord to satisfy the conditions to the Lease, including the Landlord's acquisition
of the land and closing of financing for the facility, on the anticipated timeline or at all; the ability of the Landlord to complete
construction of the facility on the anticipated timeline or budget or at all; the availability of utilities (including power and water),
materials, and equipment in the quantities and at the prices necessary to develop and operate the facility; the Company's ability to obtain
and maintain required permits, approvals, and governmental incentives; the Company's ability to comply with the minimum investment, job
creation, and other requirements for federal, state and local government incentives and financing, including under the Incentives Agreement,
and the risk of reduction, recapture, or “clawback” of incentive benefits; risks that we may experience delays, unforeseen
expenses, increased capital costs, and other complications while developing the facility; risks that the proposed transactions with Serra
Verde Group, Carester SAS and Texas Mineral Resources Corp. may not be consummated on their anticipated timelines or at all; we may not
realize the anticipated benefits of our proposed and prior acquisitions, including expected synergies, financial performance, estimated
EBITDA and, in the case of Serra Verde Group, integration of operations, on the anticipated timeline or at all; the ability of our Stillwater
magnet manufacturing facility to commence commercial operations on the timing and with the production capacity anticipated or at all;
our limited operating history; our ability to commercially extract minerals from the Round Top deposit on our anticipated timeline or
at all; risks that we may experience delays, unforeseen expenses, increased capital costs, and other complications in operating our business;
our ability to raise necessary capital on acceptable terms or at all; potential dilution to existing stockholders and adverse effect on
our stock price if we issue additional common stock or equity-linked securities; the volatility of our stock price; our ability to enter
into definitive agreements for the proposed U.S. government financing, which is subject to conditions precedent and final government approvals,
on the anticipated terms or at all and, if executed, to satisfy the milestones and other conditions of such financing, which could impose
conditions to access such financing over a period of time; the availability of rare earth oxide, metal feedstock and other materials,
utilities (including power and water) and equipment in quantities and prices that allow us to develop and commercially operate our Stillwater
facility and other facilities; our ability to meet individual customer specifications and manufacture a consistently high quality product;
fluctuations in demand for and prices of our products, including without limitation as a result of dumping, predatory pricing and other
tactics by the Company’s competitors or state actors or the overall competitive environment; our ability to achieve positive cash
flow or profitability or the ability to access cash flow within our corporate structure due to restrictions contained in our financing
agreements; our ability to convert current commercial discussions and/or memorandums of understanding with customers for the sale of our
neo magnets and other products into definitive orders; geopolitical developments or disruptions, such as changes in the political environment,
export/import or environmental policy of the People’s Republic of China, the United States or other countries in which we operate
or sell products or otherwise; war, terrorism, natural disasters or public health emergencies; our ability to retain or recruit key personnel;
environmental, health and safety regulations; and our ability to comply with requirements for federal, state and local government incentives
and financing.
Additional risks and detailed information regarding
factors that may cause actual results to differ materially has been and will be included in the Company's filings with the SEC. Any forward-looking
statements speak only as of the date of this report (or such other date as is specified in such statements), and the Company undertakes
no obligation to update any forward-looking statements as a result of new information or future events or developments, except to the
extent required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are attached with this Current
Report on Form 8-K:
| Exhibit No. |
|
Description |
| 10.1†# |
|
Lease Agreement, dated June 1, 2026, between TC Liberty Development, LLC and USA Rare Earth, Inc. |
| 10.2 |
|
Fee-in-Lieu of Ad Valorem Taxes and Incentives Agreement, dated June 1, 2026, by and between Cherokee County, South Carolina and USA Rare Earth, Inc. |
| 99.1 |
|
Press Release, dated June 2, 2026, issued by USA Rare Earth, Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| † | | The annexes, schedules, and certain exhibits to this exhibit have been omitted pursuant to
Item 601(a)(5) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit
to the SEC upon request. |
| # | | The Registrant has redacted provisions
or terms of this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K. While portions of the exhibit have been redacted, this exhibit
includes a prominent statement on the first page of the exhibit that certain identified information has been excluded from the exhibit
because it is both not material and is the type that the Registrant treats as private or confidential. The Registrant agrees to furnish
an unredacted copy of the exhibit to the SEC upon its request. |
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: June 2, 2026 |
By: |
/s/ Valerie Ford Jacob |
| |
|
Valerie Ford Jacob |
| |
|
Chief Legal Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
June 2, 2026
USA Rare Earth Selects Cherokee County, South
Carolina for New Rare Earth Metal and Magnet Manufacturing Operation
Blacksburg facility expected to create about
490 high-skill, high-wage manufacturing jobs and significantly expand the Company’s global mine to magnet value chain
By choosing South Carolina, USA Rare Earth is
expected to have access to a robust incentives package including grants, tax credits and exemptions, a highly skilled advanced manufacturing
workforce, and confirmed energy delivery to the new facility
Facility is expected to contribute to USAR’s
planned domestic capacity of 10,000 metric tons per year of both magnets and heavy rare earth strip-cast, metal and alloy production,
aligned with the Company’s business plan and expected government financing
BLACKSBURG, S.C., June 02, 2026 (GLOBE NEWSWIRE)
-- USA Rare Earth, Inc. (Nasdaq: USAR) (“USA Rare Earth” or the “Company”), a rare earth, critical minerals
and advanced materials company, today announced the selection of Cherokee County, South Carolina, as the site of a new magnet manufacturing
and refined metals operation. The project is expected to create about 490 high-skill, high-wage jobs in the Upstate, and will significantly
expand domestic production capacity for sintered neodymium-iron-boron (NdFeB) permanent magnets and the refined rare earth metals from
which they are made.
To be located in the Bailey Industrial Park in
Blacksburg, the state-of-the-art facility will complement the Company’s existing magnet manufacturing facility in Stillwater, Oklahoma,
which commissioned its first commercial production line in March 2026. Together, the Stillwater and Blacksburg operations will form the
magnet manufacturing centerpiece of USA Rare Earth’s integrated, mine to magnet value chain, which spans the Round Top heavy rare
earth mining and processing project in Sierra Blanca, Texas; a separation and processing facility in Wheat Ridge, Colorado; the planned
acquisition of the Serra Verde mining and processing operation in Goiás, Brazil; the LCM metal and alloy facility in Cheshire,
United Kingdom; and a planned metallization and alloy facility in Lacq, France.
Once online, the Blacksburg facility is targeting
production capacity of 6,400 metric tons per annum (tpa) of NdFeB rare earth magnets and 5,000 tpa of strip-cast, metal and alloy. Combined
with the planned expansion at the Company’s Stillwater facility, USAR expects total domestic production capacity to reach 10,000
tpa of NdFeB rare earth magnets and 10,000 tpa of heavy rare earth strip-cast, metal and alloy, aligned with the Company’s business
plan and expected government financing. Engineering work and equipment procurement for the Blacksburg facility is underway, with site
work expected to commence in the coming months and commissioning targeted to begin in 2028.
The Cherokee County selection followed a comprehensive
multi-state evaluation in which the Company prioritized access to a robust incentives package across grants, tax credits and exemptions,
reliable and affordable power, the availability of a skilled advanced manufacturing workforce, proximity to defense and aerospace customers,
and the ability to achieve an accelerated timeline for operational delivery. The site benefits from existing transportation infrastructure
along the Interstate 85 corridor, an established advanced manufacturing supply chain across the Upstate, and confirmed energy delivery
from Duke Energy.
Magnets and refined metals produced in Blacksburg
will support vital needs in the defense, aerospace, semiconductor, medical, AI, energy, and advanced manufacturing industries, which depend
on a secure, traceable rare earth value chain across America, its allies and partners.
QUOTES
“Cherokee County is the next critical link in the rare earth and magnet value chain we’re building across the United States,
the United Kingdom, Europe and around the globe. South Carolina offered the workforce, the infrastructure and the partners we needed to
move quickly. With this investment, we’re bringing home the advanced manufacturing capabilities that America and its allies depend
on, from the factory floor to the front lines.”
-USA Rare Earth CEO Barbara Humpton
“South Carolina continues to attract investments that strengthen our economy and create meaningful opportunities for our people.
USA Rare Earth’s $1.2 billion investment and the creation of approximately 490 new jobs will have a significant impact on Cherokee
County and reinforce our state’s position as a leader in American manufacturing.”
-Gov. Henry McMaster
“USA Rare Earth’s approximately $1.2 billion investment in Cherokee County reflects the state’s strong capabilities
in advanced manufacturing and innovation technologies. The Company’s new operation in the Upstate will contribute to South Carolina’s
position as a leader in critical sectors.”
-Secretary of Commerce Harry M. Lightsey III
“Two hundred and fifty years ago, Cherokee County helped
turn the tide of the Revolutionary War and today we are proud to once again stand on the front lines of American independence by welcoming
USA Rare Earth to the Bailey Park. This project strengthens our nation's future by reducing our dependence on China for critical rare
earth minerals while bringing jobs, investment and opportunity to Cherokee County.”
-Cherokee County Council Chairman Tim Spencer
“Duke Energy is proud to help bring USA Rare Earth to Cherokee
County and strengthen America’s domestic rare earth supply chain. Through our close collaboration with state and local economic
development partners, we worked to position this site with the upfront diligence, coordination and energy planning that companies need
to move with confidence and speed. As we continue to prioritize reliable power at the lowest possible cost for our customers, we stand
ready to welcome more industries like this to call South Carolina home.”
-Duke Energy South Carolina President Tim Pearson
About USA Rare Earth, Inc.
USA Rare Earth, Inc. (Nasdaq: USAR) is building
a fully integrated rare earth and permanent magnet value chain across the United States, the United Kingdom, France and Brazil. Through
its ownership of Less Common Metals (LCM), one of the world’s leading producers of rare earth metals and alloys, its magnet manufacturing
capacity in Stillwater, Oklahoma, the Pela Ema mine in Brazil (subject to closing the Serra Verde Group transaction) and the Round Top
deposit in Texas, USA Rare Earth operates across the entire value chain from mining to metal-making, alloy production and neodymium magnet
manufacturing. USA Rare Earth is establishing a secure, Western-aligned supply of materials essential to the aerospace and defense, semiconductor,
energy, data center, physical AI, mobility, healthcare and industrial sectors. For more information, visit www.usare.com.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include those relating to the planned Cherokee
County, South Carolina facility, expected capital investment, anticipated job creation, expected production capacity and timelines, expected
utility and infrastructure support, anticipated end markets and customers, the expected scope of the Company’s integrated value
chain, and the Company’s ability to support U.S. Department of Defense requirements, including the January 2027 restriction on Chinese-origin
sintered NdFeB magnets in covered defense applications. Such statements can be identified by the fact that they do not relate strictly
to historical or current facts. Words such as “anticipate,” “believe,” “can,” “could,”
“estimate,” “expect,” “growth,” “intend,” “may,” “might,” “plan,”
“potential,” “project,” “propose,” “should,” “target,” “will,”
“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking.
Forward-looking statements are subject to risks
and uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially from the Company’s
expectations, including without limitation: risks associated with permitting, construction, workforce availability, supply chain conditions,
customer demand, commodity prices, regulatory and policy developments, financing, and the integration of acquired operations; risks that
the proposed transactions with the Serra Verde Group (“SVG”), Carester SAS and Texas Mineral Resources Corp. may not be consummated
on their anticipated timelines or at all; the Company may not realize the anticipated benefits of its proposed and prior acquisitions,
including expected synergies, financial performance, estimated EBITDA and, in the case of SVG, integration of operations, on the anticipated
timeline or at all; the ability of the Company’s Stillwater magnet manufacturing facility to commence commercial operations on the
timing and with the production capacity anticipated or at all; the Company’s limited operating history; the Company’s ability
to commercially extract minerals from the Round Top deposit on its anticipated timeline or at all; risks that the Company may experience
delays, unforeseen expenses, increased capital costs, and other complications in operating its business; the Company’s ability to
raise necessary capital on acceptable terms or at all; potential dilution to existing stockholders and adverse effect on the Company’s
stock price if the Company issues additional common stock or equity-linked securities; the volatility of the Company’s stock price;
the Company’s ability to enter into definitive agreements for the proposed U.S. Government financing, which is subject to conditions
precedent and final government approvals, on the anticipated terms or at all and, if executed, to satisfy the milestones and other conditions
of such financing, which could impose conditions to access such financing over a period of time; the availability of rare earth oxide,
metal feedstock and other materials, utilities (including power and water) and equipment in quantities and prices that allow the Company
to develop and commercially operate its Stillwater facility and other facilities; the Company’s ability to meet individual customer
specifications and manufacture a consistently high quality product; fluctuations in demand for and prices of the Company’s products,
including without limitation as a result of dumping, predatory pricing and other tactics by the Company’s competitors or state actors
or the overall competitive environment; the Company’s ability to achieve positive cash flow or profitability or the ability to access
cash flow within the Company’s corporate structure due to restrictions contained in the Company’s financing agreements; the
Company’s ability to convert current commercial discussions and/or memorandums of understanding with customers for the sale of its
neo magnets and other products into definitive orders; geopolitical developments or disruptions, such as changes in the political environment,
export/import or environmental policy of the People’s Republic of China, the United States or other countries in which the Company
operates or sell products or otherwise; war, terrorism, natural disasters or public health emergencies; the Company’s ability to
retain or recruit key personnel; environmental, health and safety regulations; and the Company’s ability to comply with requirements
for federal, state and local government incentives and financing.
Additional risks and detailed information regarding
factors that may cause actual results to differ materially has been and will be included in the Company’s filings with the U.S.
Securities and Exchange Commission, including the Company’s most recently filed Annual Report on Form 10-K and any subsequent Quarterly
Reports on Form 10-Q and subsequent filings. Any forward-looking statements speak only as of the date of this press release (or such other
date as is specified in such statements), and the Company undertakes no obligation to update any forward-looking statements as a result
of new information or future developments except as required by law.
Contacts
Investor Relations
JB Lowe, USA Rare Earth, Inc.
ir@usare.com
Media
Collected Strategies
USARE-CS@collectedstrategies.com
SOURCE: USA Rare Earth, Inc.
###