USA Rare Earth OKs 126.8M-share issue for merger
USA Rare Earth, Inc. (USAR) reports that stockholders approved key proposals at a special meeting held on August 28, 2026.
Rhea-AI Filing Summary
USA Rare Earth, Inc. (USAR) reports that stockholders approved key proposals at a special meeting held on August 28, 2026. Stockholders approved the Share Issuance Proposal, authorizing the issuance of 126,849,307 shares of common stock in connection with a merger involving Middlebury Merger Sub, Ltd., SVRE Holdings Ltd., and Serra Verde Rare Earths Ltd. acting as representative of SVRE stockholders.
As of the July 22, 2026 record date, there were 244,720,099 common shares and 1,224,351 Series A preferred shares outstanding, representing 247,181,020 shares on an as-converted basis. The Share Issuance Proposal received 108,248,297 votes for, 1,403,269 against, and 16,879,393 abstentions. Stockholders also approved an Adjournment Proposal, which received 94,439,941 votes for, 15,025,106 against, and 17,065,912 abstentions.
Positive
- None.
Negative
- Approval permits issuance of 126,849,307 new common shares compared with 247,181,020 shares outstanding on an as-converted basis as of the record date, allowing a substantial increase in the company’s share count.
Insights
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8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares to be issued in merger: 126,849,307 shares of Common Stock
Common Stock outstanding: 244,720,099 shares of Common Stock
Series A Preferred Stock outstanding: 1,224,351 shares of Series A Preferred Stock
+5 more
8 metrics
Shares to be issued in merger
126,849,307 shares of Common Stock
Authorized under the Share Issuance Proposal approved August 28, 2026
Common Stock outstanding
244,720,099 shares of Common Stock
Outstanding and entitled to vote as of July 22, 2026 record date
Series A Preferred Stock outstanding
1,224,351 shares of Series A Preferred Stock
Outstanding as of July 22, 2026 record date
Total voting power on as-converted basis
247,181,020 shares
Common plus Series A Preferred on an as-converted basis at record date
Share Issuance Proposal votes for
108,248,297 votes
Votes for the Share Issuance Proposal at the special meeting
Share Issuance Proposal votes against
1,403,269 votes
Votes against the Share Issuance Proposal at the special meeting
Adjournment Proposal votes for
94,439,941 votes
Votes for the Adjournment Proposal at the special meeting
Adjournment Proposal votes against
15,025,106 votes
Votes against the Adjournment Proposal at the special meeting
Key Terms
Share Issuance Proposal, Adjournment Proposal, as-converted basis, emerging growth company, +1 more
5 terms
Adjournment Proposal regulatory
"and (ii) adjourn the Special Meeting, if necessary or appropriate..."
An adjournment proposal is a formal request made at a shareholder or board meeting to pause the meeting and reconvene at a later date or time. It matters to investors because it postpones votes and decisions, giving parties extra time to gather information, solicit support, negotiate alternatives or introduce new options — like hitting pause on a group decision to wait for more facts, which can alter outcomes and market reactions.
as-converted basis financial
"representing 247,181,020 shares of Common Stock on an as-converted basis..."
As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.
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.
Agreement and Plan of Merger regulatory
"in the merger contemplated by the Agreement and Plan of Merger, dated as of April 19, 2026..."
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.
FAQ
What did USA Rare Earth, Inc. (USAR) stockholders approve at the August 28, 2026 special meeting?
Stockholders approved a Share Issuance Proposal authorizing the issuance of 126,849,307 common shares for a merger transaction, and an Adjournment Proposal permitting adjournment of the meeting if needed to solicit additional proxies for the share issuance.
What were the voting results on the Adjournment Proposal for USA Rare Earth (USAR)?
The Adjournment Proposal was approved with 94,439,941 votes for, 15,025,106 votes against, and 17,065,912 abstentions. This permits adjournment of the special meeting if necessary or appropriate to solicit additional proxies for the Share Issuance Proposal.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 28, 2026
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
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 5.07 Submission of Matters to a Vote of Security Holders
On August 28, 2026 , USA Rare Earth, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to (i) approve the issuance of 126,849,307 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) in the merger contemplated by the Agreement and Plan of Merger, dated as of April 19, 2026, as amended by Amendment No. 1, dated July 16, 2026, by and among the Company, Middlebury Merger Sub, Ltd., a business company limited by shares incorporated under the laws of the British Virgin Islands, SVRE Holdings Ltd., a business company limited by shares incorporated under the laws of the British Virgin Islands, and Serra Verde Rare Earths Ltd., a company incorporated and existing under the laws of the British Virgin Islands, solely in its capacity as the representative of the stockholders of SVRE Holdings Ltd. (the “Share Issuance Proposal”), and (ii) adjourn the Special Meeting, if necessary or appropriate to solicit additional proxies in favor of the Share Issuance Proposal (the “Adjournment Proposal”).
As of July 22, 2026, the record date for the Special Meeting (the “Record Date”), 244,720,099 shares of Common Stock and 1,224,351 shares of the Series A Preferred Stock, par value $0.0001 per share, of the Company (the “Series A Preferred Stock”), representing 247,181,020 shares of Common Stock on an as-converted basis, were outstanding and entitled to be voted at the Special Meeting. Holders of Common Stock and Series A Preferred Stock (on an as-converted basis) voted as a single class on each matter presented at the Special Meeting.
The final results for the proposals voted on at the Special Meeting are set forth below:
Proposal 1 - Share Issuance Proposal
This proposal was approved. The following table shows the results of the stockholders’ vote:
Votes For | Votes Against | Abstentions | ||||||||||||
108,248,297 | 1,403,269 | 16,879,393 | ||||||||||||
Proposal 2 - Adjournment Proposal
This proposal was approved. The following table shows the results of the stockholders’ vote:
Votes For | Votes Against | Abstentions | ||||||||||||
94,439,941 | 15,025,106 | 17,065,912 | ||||||||||||
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 31, 2026 | By: | /s/ VALERIE FORD JACOB | ||||||||||||||
| Valerie Ford Jacob | |||||||||||||||||
| Chief Legal Officer | |||||||||||||||||