USA Rare Earth Inc 8-K Filings

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.

USA Rare Earth, Inc. (USAR) reports that a special purpose vehicle capitalized by U.S. government and private sources to purchase Serra Verde Group’s production has completed an upsized $1.55 billion capitalization, satisfying a key offtake-related closing condition for USAR’s pending merger with SVRE Holdings Ltd. The Offtake Agreement amendment resets the required U.S. support to (i) $750 million already funded into the SPV via a profit participation agreement, (ii) a Tier‑1 bank commitment for a senior secured borrowing base facility of up to $500 million, and (iii) forward purchase contracts for at least $300 million of rare earth products over five years after the Satisfaction Date.

USAR highlights that the senior debt facility is not yet documented, closed or funded and may never be, yet the merger could still be required to close. It also discloses that Serra Verde’s 2024 and 2025 audits identified two material weaknesses in internal control over financial reporting, which management is working to remediate. USAR schedules an August 28, 2026 special stockholder meeting to vote on merger‑related proposals and notes supplemental proxy risk disclosures and ongoing stockholder litigation related to the merger disclosures.

USA Rare Earth, Inc. reported its second-quarter and first-half 2026 results, highlighting early revenue and major strategic steps to build an integrated rare earth and magnet business. Revenue reached $5.8 million in Q2 2026 and $11.5 million for the first six months, compared with no revenue a year earlier. The company posted a Q2 loss from operations of $46.3 million and a Q2 net loss attributable to USA Rare Earth of $10.3 million, with non‑cash fair value gains driving a much smaller bottom‑line loss than in 2025.

Liquidity strengthened significantly, with cash and cash equivalents of $1.53 billion at June 30, 2026, up from $359.9 million at year-end, primarily from $1.5 billion of PIPE equity financing. The company executed definitive agreements with the U.S. Department of Commerce for up to $1.6 billion in CHIPS Act funding and loan capacity, announced a ~$2.8 billion acquisition of Serra Verde, closed the acquisition of Texas Mineral Resources Corp., and agreed to acquire a 13.6% stake in Carester. It also advanced magnet and metals capacity in Oklahoma, South Carolina, the UK, and France, commissioned a hydrometallurgical demonstration facility in Colorado, and produced initial commercial yttrium metal and rare earth oxide samples, while planning a CEO transition effective October 1, 2026.

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.

USA Rare Earth, Inc. entered into a Share Purchase and Investment Agreement to make a minority investment in French rare-earth processor Carester SAS alongside InfraVia. The new investors will subscribe for Preferred Shares RR for an aggregate EUR 45,000,225.00, including USA Rare Earth’s EUR 22,500,225.00 commitment for 100,001 Preferred Shares RR, split between cash and a Contribution in Kind funded by newly issued USAR common stock. As part of this structure, USAR is granting Carester registration rights for those USAR shares.

Simultaneously, the parties plan a EUR 9,999,900 secondary purchase of 44,444 Carester shares from the founder and a EUR 24,999,975.00 acquisition of 111,111 shares from Solvay’s Rhodia Opérations, resulting in Solvay’s full exit. Upon Completion, expected in the third quarter of 2026 subject to the Rhodia Exit and other customary conditions, the acquired ordinary shares will convert into Preferred Shares RR and USA Rare Earth will hold 177,778 Preferred Shares RR, representing approximately 13.6% of Carester’s capital. The related press release positions this as part of a broader European rare-earth platform centered on Carester’s Caremag facility in Lacq, France and LCM Europe’s planned 3,750 mtpa metal and alloy plant, supported by French government incentives of up to €130 million.

USA Rare Earth, Inc. announced a planned leadership transition. Barbara Humpton will retire as Chief Executive Officer and director on October 1, 2026, and is party to a retirement agreement under which 219,329 restricted stock units scheduled to vest that day will vest and she will receive a pro‑rated 2026 bonus of $500,000, subject to customary conditions.

The board approved Thrasyvoulos (“Thras”) Moraitis, currently CEO of Serra Verde Group, to become CEO on October 1, 2026, or, if later, upon closing of the Serra Verde merger. His CEO terms include a base salary of CHF 822,000, performance‑based annual bonuses and equity awards, notably $5 million in RSUs for 2026–2027 and additional inducement and make‑whole RSUs and PSUs tied to service and milestones. Michael Blitzer was appointed Executive Chair with a $170,000 annual cash retainer and multi‑year RSU grants reflecting his expanded strategic role.

USA Rare Earth, Inc. is progressing with its planned acquisition of SVRE Holdings Ltd. and has amended the merger agreement so that specific conditions in a long‑term Offtake Agreement, the lapse of SV Management Switzerland’s termination right, and that agreement being in force at closing are now conditions to USAR’s obligation to complete the merger.

In the merger, USAR will issue 126,849,307 shares of common stock and pay $300 million in cash to former SVRE securityholders. Recent and related transactions include a January 2026 private placement of 69,767,442 shares at $21.50 per share (about $1.5 billion of gross proceeds), a U.S. Department of Commerce package with up to $277.0 million of direct funding and a loan guarantee on up to $1.3 billion of debt, and a U.S. International Development Finance Corporation facility of up to $565 million.

Pro forma data show substantial dilution: a fully diluted share count of 410,860,414, with the SVRE merger, DOC equity and warrant, earnout shares, and other deals materially reducing existing holders’ percentage interest. On this basis, basic and diluted net loss per share would have been $0.21 for the quarter ended March 31, 2026 and $1.54 for 2025. USAR also discloses that it was added to China’s export control list on June 22, 2026, which has already constrained access to certain China‑origin materials and is expected to continue to affect operations.

USA Rare Earth, Inc. reported that it has entered into a Transition and Separation Agreement with its general counsel, David Kronenfeld. His employment will end on August 7, 2026, followed by a six-month period in which he will provide consulting services to support the transition of his duties.

Under the Company’s Severance Plan, Mr. Kronenfeld will receive a $170,625 cash severance (equal to six months of base salary), six months of Company-paid COBRA benefits, and accelerated vesting of several tranches of restricted stock units covering multiple future vesting dates. Additional restricted stock units will also vest based on his continued service through the transition period, and he is eligible for up to $15,000 in outplacement services and a prorated bonus for the year of separation. He will not receive cash compensation for services during the transition period, and all remaining unvested restricted stock units will be forfeited.

USA Rare Earth, Inc. filed updated pro forma financial information tied to its planned merger with SVRE Holdings, detailing how multiple large equity and financing transactions reshape the company. The merger consideration includes 126,849,307 new USAR shares plus $300 million in cash.

The filing reflects a January 2026 private placement of 69,767,442 shares for about $1.5 billion, a $1.6 billion U.S. Department of Commerce CHIPS Act funding package with 16,132,790 shares and a warrant for 17,600,584 shares at $17.17, and a DFC debt facility of up to $565 million. It also incorporates 10.1 million earnout shares already issued after USAR’s stock met $15.00 and $20.00 price hurdles.

Pro forma combined assets total about $6.9 billion, with significant goodwill and mining-related property tied to SVRE’s Pela Ema rare earth project, which remains a development-stage mine. The company quantifies potential dilution to existing holders, showing a fully diluted total of 410,848,797 shares after all described issuances and commitments.

USA Rare Earth, Inc. is providing investors with updated unaudited pro forma financial information reflecting its planned merger with SVRE Holdings Ltd. The merger will combine SVRE with a USAR subsidiary, making SVRE an indirect, wholly owned subsidiary of USAR.

The pro forma statements show how USAR’s balance sheet and results of operations would look if the merger, a $300 million cash component and share issuance to SVRE holders, a large 2026 private placement, SVRE’s DFC project financing, an offtake agreement and earnout share issuance had been in place earlier. Management emphasizes these figures are preliminary and based on estimated fair values that may change once the transaction closes and purchase accounting is finalized.

USA Rare Earth, Inc. held its 2026 Annual Meeting of Stockholders to elect directors and ratify its independent auditor. As of the April 8, 2026 record date, 217,985,608 shares of Common Stock and 1,224,351 shares of Series A Preferred Stock, representing 2,379,796 Common shares on an as-converted basis, were entitled to vote. A quorum was reached, with 133,837,645 votes (60.73% of eligible votes) present virtually or by proxy. Stockholders elected all six director nominees to one-year terms and approved the ratification of BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026.

USA Rare Earth, Inc. entered definitive agreements with the U.S. Department of Commerce providing up to $277 million in direct CHIPS funding and guarantees for up to $1.3 billion in 15‑year senior secured loans to finance five U.S. rare earth mining, metal and magnet projects.

As part of the package, USA Rare Earth will issue the DOC 16,132,790 common shares and a warrant to purchase 17,600,584 additional shares at $17.17, with a 12‑month transfer restriction and limited voting rights. Together with a previously closed $1.5 billion PIPE and earlier capital raises, total committed capital supporting the company’s growth plan is about $3.5 billion. The funding is milestone‑based and subject to extensive covenants, equity‑raise requirements and default remedies, including acceleration and foreclosure.

USA Rare Earth, Inc. has committed to a major expansion of its magnet and metals manufacturing footprint in Cherokee County, South Carolina. The company entered a 20-year net lease for an approximately 800,000 square foot rare earth magnet facility on about 129.9 acres in Blacksburg, with two optional 10-year extensions and base rent tied to final project costs plus 2.5% annual escalations.

Alongside the lease, the company signed a Fee‑in‑Lieu of Ad Valorem Taxes and Incentives Agreement with Cherokee County. The project is expected to involve approximately $800 million of investment and create about 325 new jobs, with at least $400 million required over an eight‑year investment period that can extend to thirteen years. Qualifying property may benefit from a reduced 4% assessment ratio for up to 40 years, subject to investment and other conditions, with potential clawbacks if requirements are not met.

A related press release highlights a broader project scale, referencing an approximately $1.2 billion investment and about 490 high-skill jobs, and targets production of 6,400 metric tons per year of NdFeB magnets and 5,000 metric tons per year of strip‑cast metals and alloys, with commissioning of the Blacksburg facility targeted to begin in 2028.

USA Rare Earth reported first quarter 2026 results alongside major strategic moves. Revenue reached $5.7 million with a gross margin of 1.9%, while the company posted a net loss of $67.0 million and loss from operations of $36.7 million. Non-GAAP adjusted net loss was $24.1 million, or $0.12 per diluted share.

Liquidity strengthened substantially as cash and cash equivalents rose to $1.75 billion, driven by a $1.5 billion common stock PIPE. The company announced a proposed $1.6 billion U.S. government CHIPS funding collaboration, a definitive agreement to acquire Serra Verde Group for approximately $2.8 billion, and a definitive deal to acquire Texas Mineral Resources Corp., consolidating 100% economics of the Round Top project.

Operationally, USA Rare Earth commissioned Phase 1a of its Stillwater magnet facility targeting 600 MTPA capacity by Q4 2026, began expanding metal and alloy capacity at LCM toward 3,000 MTPA, completed first commercial yttrium metal production, and received a $14.2 million Texas grant to advance Round Top.

USA Rare Earth, Inc. outlines extensive risks tied to its planned acquisition of SVRE Holdings and broader growth strategy. The company plans to issue 126,849,307 shares of common stock to former SVRE securityholders if the SVRE Merger closes, which would significantly dilute existing stockholders and could pressure the share price.

Additional contemplated issuances include 3,823,328 shares for the TMRC acquisition, approximately $13.5 million of stock (or cash) to Carester, $277 million of common stock and warrants in connection with an expected U.S. government transaction, and 5.05 million potential earnout shares. The filing highlights substantial leverage under SVRE’s up to $565 million DFC debt facility, strict restrictions on upstreaming cash, and numerous regulatory, political, operational, environmental, financing and community‑relations risks associated with SVRE’s Brazilian and Swiss operations and USAR’s Stillwater and Round Top projects.

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.

USA Rare Earth, Inc. entered into a definitive Agreement and Plan of Merger with SVRE Holdings Ltd. through a wholly owned British Virgin Islands subsidiary, Middlebury Merger Sub Ltd. The agreement was signed on April 19, 2026 and relates to combining USAR with SVRE’s rare earth operations.

USAR expects to issue shares of its common stock as merger consideration, and references this potential future equity issuance as an unregistered sale of securities. The company plans to seek stockholder approval for the share issuance and other matters via a proxy statement to be filed with the SEC.

The filing includes customary forward-looking statements about the proposed transactions, expected benefits, integration of SVRE, capital-raising plans, and operational milestones, along with extensive risk factors and cautions. Key transaction documents, including the Merger Agreement, a Voting and Support Agreement, and a Registration Rights Agreement, are filed as exhibits for stockholder reference.

USA Rare Earth, Inc. has entered into a definitive Agreement and Plan of Merger to acquire SVRE Holdings Ltd. (Serra Verde Group) for $300,000,000 in cash plus 126,849,307 newly issued USAR shares, implying equity value of about $2.8 billion at a referenced share price. Serra Verde’s Brazilian Pela Ema mine is described as the only scaled producer outside Asia of all four magnetic rare earth elements and is expected to deliver $550–$650 million of annualized run‑rate EBITDA by the end of 2027, with the combined company targeted to generate about $1.8 billion of EBITDA in 2030. The deal includes a 15‑year, 100% offtake agreement for key rare earths with price floors, a $565 million DFC financing package, and pro‑forma liquidity of roughly $3.2 billion, and is expected to close by the third quarter of 2026, subject to stockholder approval, antitrust clearance, financing consents and other customary conditions. If USAR stockholder approval is not obtained, USAR may owe SVRE a termination fee of $25 million or $75 million, depending on whether its board changes its recommendation.

USA Rare Earth, Inc. is pursuing a strategic minority investment in French rare earth specialist Carester SAS, under a term sheet that targets roughly 12.5% equity for USA Rare Earth and 12.5% for InfraVia. The partnership includes long-term rights for USA Rare Earth and its LCM Europe subsidiary to purchase rare earth oxides from Carester’s Caremag facility, plus access to Carester’s engineering expertise and intellectual property for separation, processing, recycling, and magnet recycling.

Carester’s Caremag plant in Lacq, France is designed for 7,000 tpa of combined mined and recycled feedstock, including about 800 tpa NdPr oxide, 500 tpa Dy oxide, and 100 tpa Tb oxide, which are key ingredients for permanent magnets. The arrangement also gives Carester long-term access to heavy rare earth feedstock from USA Rare Earth’s Round Top deposit in Texas, which is expected to begin commercial operation in late 2028. The French government is supporting the broader Lacq platform: Carester has already secured about €216 million of backing, while LCM Europe’s planned 3,750 mtpa metal and alloy facility could benefit from direct credits under the C3IV program of up to 45% of eligible equipment and real estate costs up to a total of €130 million, and a potential 50% state guarantee on commercial debt financing through Bpifrance Assurance Export. Closing of the Carester investment remains subject to confirmatory due diligence and definitive agreements.

USA Rare Earth reported heavy 2025 losses while sharply strengthening its balance sheet and advancing its mine-to-magnet buildout. For 2025, revenue was $1.6 million with gross margin of 11.9%, and net loss attributable to the company widened to $297.6 million, or $3.31 per diluted share, driven largely by non-cash fair value adjustments.

Operating expenses were $59.7 million and capital expenditures were $37.4 million. Year-end cash and cash equivalents rose to $359.9 million from $16.8 million, and the cash balance was about $1.75 billion as of the release date, including $1.5 billion in gross proceeds from a common stock PIPE that closed in January 2026.

The company closed the acquisition of Less Common Metals, advanced its Round Top rare earth project, commissioned Phase 1a of its Stillwater magnet facility, and outlined plans for significant metal and alloy capacity expansions in the UK and France. A non-binding Letter of Intent with the U.S. Government contemplates up to $1.6 billion in CHIPS Program funding, subject to milestones and definitive documentation expected in April 2026.

USA Rare Earth, Inc. appointed Dr. Thomas Caulfield, Executive Chairman of GlobalFoundries, to its Board of Directors effective March 9, 2026, following the resignation of director Tready Smith, whose departure was not due to any disagreement with the company. The Board determined that Dr. Caulfield is an independent director and assigned him to the Compensation and Nominating and Corporate Governance Committees. He will receive standard director compensation, awarded solely in equity unless he elects otherwise. The Board set June 3, 2026 as the date of the company’s first annual shareholder meeting, and shareholders seeking to include proposals in the proxy materials under Rule 14a-8 must submit them by April 1, 2026.

USA Rare Earth, Inc. agreed to acquire all outstanding shares of Texas Mineral Resources Corp. in an all-stock deal for 3,823,328 USA Rare Earth common shares, implying a transaction value of about $73 million based on the March 4, 2026 share price.

The merger will give USA Rare Earth 100% economic interest and sole operational control of the Round Top heavy rare earth and critical minerals project in Texas, including TMRC’s 18.6% stake and related lease and prospecting rights. The deal has been approved by both boards, is supported by TMRC insiders holding about 19% of TMRC shares, includes a $3.25 million termination fee payable by TMRC in certain scenarios, and is expected to close by the third calendar quarter of 2026 subject to TMRC stockholder approval, regulatory clearances, and other customary conditions.

USA Rare Earth, Inc. furnished a current report to let investors know it has posted a new investor presentation on the investor relations section of its website at https://investors.usare.com/news-events/presentations. The company emphasizes that the website content is not part of this report.

The information in this report is being furnished under Regulation FD and is not considered “filed” for purposes of the Securities Exchange Act of 1934, which means it is not subject to the same liability standards as filed information or automatically incorporated into other securities law filings.

USA Rare Earth, Inc. filed an amended current report to update disclosures related to its acquisition of Indian Ocean Rare Metals Pte Ltd. and its subsidiary Less Common Metals Ltd. The company previously reported this transaction, which closed on November 18, 2025.

The purchase price for the acquisition was $100,000,000 in cash plus 6.54 million shares of USA Rare Earth common stock, with 1,010,782 shares deposited into escrow and customary adjustments for debt and transaction expenses. After consulting with SEC staff, the company determined that historical and pro forma financial statements are not required under Item 9.01 of Form 8‑K and has removed references to a future filing of such information.

USA Rare Earth, Inc. completed a large private placement of 69,767,442 common shares at $21.50 per share, raising approximately $1.5 billion in gross proceeds. The company plans to use the cash to accelerate its mine‑to‑magnet value chain, including mining, processing, metal-making and magnet manufacturing, and for working capital and general corporate purposes.

The shares were sold in a non‑public offering to accredited investors under Section 4(a)(2) of the Securities Act, with no general solicitation. The investors received registration rights, and USA Rare Earth agreed to file a resale registration statement after closing and keep it effective until the registered shares can be freely sold or are sold.

USA Rare Earth, Inc. entered into a private placement of 69,767,442 common shares at $21.50 per share for aggregate gross proceeds of about $1.5 billion, with closing targeted for January 28, 2026, to fund general corporate purposes. The company also agreed to grant investors registration rights by filing a resale registration statement within 30 days of closing. It amended certain existing warrants and its 12.0% Series A preferred stock terms so that any “Government Financing” is treated as an exempt issuance that will not trigger exercise price or conversion price adjustments.

Separately, the company signed a non-binding letter of intent with the U.S. Department of Commerce for an expected $1.6 billion package, including $277 million of CHIPS Act direct funding and $1.3 billion of senior secured debt with a 15‑year term at an expected rate of Treasury +150 bps. As a condition to definitive agreements, the company would issue about 16.1 million common shares and warrants representing an additional 10% of fully diluted shares outstanding prior to the private placement at an exercise price of $17.17 per share, giving the U.S. government an anticipated 8%–16% ownership stake. Funding would be released in phases against extensive project milestones and could be clawed back if certain final milestones are missed, while the company still expects to need about $4.1 billion of additional capex financing and a $250 million revolving credit facility.

USA Rare Earth, Inc. (USAR) has completed its previously announced acquisition of Indian Ocean Rare Metals Pte Ltd, whose operating subsidiary is Less Common Metals Ltd. (LCM), a U.K.-based producer of specialized rare earth metals and alloys. The buyer, a wholly owned subsidiary of USAR, purchased all outstanding shares of the target for $100,000,000 in cash and 6.54 million shares of USAR common stock, with 1,010,782 of those shares placed into escrow and subject to customary adjustments for debt and transaction expenses.

The stock portion of the consideration was issued as an unregistered offering relying on Section 4(a)(2) of the Securities Act, with each seller representing accredited investor status and acquiring shares for its own account. USAR also entered into a registration rights agreement, committing to use reasonable best efforts to file a registration statement by December 31, 2025 to register the resale or distribution of the acquisition shares and to keep it effective until the shares can be freely sold. The company reiterates a broad set of risks, including integration challenges, capital needs and previously disclosed substantial doubt about its ability to continue as a going concern.

USA Rare Earth, Inc. (USAR) furnished an 8-K to announce it issued a press release with financial results for the third quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 and is incorporated by reference.

The company noted the information is being furnished under Item 2.02 and is not deemed “filed” for purposes of Section 18 of the Exchange Act. USAR’s common stock trades on Nasdaq under USAR, and its public warrants trade under USARW at an exercise price of $11.50 per share.

USA Rare Earth, Inc. reported a change in its independent auditor. Effective November 1, 2025, Horne LLP resigned after its partners and professional staff joined BDO USA, P.C., and the Company—with Audit Committee approval—appointed BDO as its independent registered public accounting firm.

Horne’s reports on the Company’s financial statements for the years ended December 31, 2024 and 2023 contained no adverse opinion, no disclaimer, and were not qualified or modified as to uncertainty, audit scope or accounting principles. The Company states there were no disagreements with Horne through October 31, 2025, and no reportable events under Item 304(a)(1)(v). The Company provided Horne a copy of this disclosure and filed Horne’s concurrence letter as Exhibit 16.1.

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.

USA Rare Earth, Inc. completed a $125.0 million private placement by issuing 8,333,333 shares of common stock on September 29, 2025 and intends to use net proceeds for general corporate purposes. The sale and related Acquisition Shares were issued in reliance on exemptions from registration, and the company agreed to file registration statements to permit resale of those shares within specified timeframes.

Leadership and compensation changes: Barbara Humpton was appointed CEO and Board member effective October 1, 2025, with an annual base salary of $750,000 and RSU grants having aggregate grant-date values of $4.0 million, $5.0 million and $1.0 million that vest over two to three years. Former CEO Joshua Ballard resigned effective October 1, 2025 and will receive a $450,000 severance payment, COBRA health coverage for 12 months, accelerated vesting of 90,992 RSUs and transitional consulting through January 1, 2026.