USA Rare Earth names Denham group as 10% owners

Multiple investment entities report indirect ten percent ownership in USA Rare Earth, Inc. while broadly disclaiming beneficial ownership beyond pecuniary interests.

Rhea-AI Filing Summary

USA Rare Earth, Inc. (USAR) received an initial statement of beneficial ownership on Form 3 from a group of institutional investors, including Denham Mining GP LLC, Denham Mining GP LP, Denham Mining Fund LP, Pembroke Resources II Holdings (Cayman) LLC, MVB Investment Holdings LLC, and Serra Verde Rare Earths Ltd., each identified as a ten percent owner. The common stock is held indirectly, with securities directly owned by Serra Verde Rare Earths Ltd. and MVB Investment Holdings LLC, and an ownership chain running through Pembroke Resources II Holdings (Cayman) LLC, Denham Mining Fund LP, Denham Mining GP LP, and Denham Mining GP LLC. Each reporting person disclaims beneficial ownership beyond its pecuniary interest, and individuals who manage Denham Mining GP LLC also disclaim beneficial ownership in reliance on the "rule of three."

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Denham Mining GP LLC, Denham Mining GP LP, Denham Mining Fund LP, Pembroke Resources II Holdings (Cayman) LLC, MVB Investment Holdings LLC, Serra Verde Rare Earths Ltd.

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
holding	Common Stock F1, F3, F4	--	--	--
holding	Common Stock F2, F3, F4	--	--	--

Holdings After Transaction: Common Stock — 46,962,166 shares (Indirect, See Footnote)

Footnotes (4)

1. F1. These securities are directly held by Serra Verde Rare Earths Ltd.
2. F2. These securities are directly held MVB Investment Holdings LLC.
3. F3. Serra Verde Rare Earths Ltd. is majority owned by MVB Investment Holdings LLC, whose sole owner is Pembroke Resources II Holdings (Cayman) LLC, whose sole owner is Denham Mining Fund LP. The general partner of Denham Mining Fund LP is Denham Mining GP LP, whose general partner is Denham Mining GP LLC. Each of the Reporting Persons disclaims beneficial ownership over the shares of Common Stock reported herein, except to the extent of their respective pecuniary interest therein, if any, and the filing of this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
4. F4. Each of Stuart D. Porter, Carl J. Tricoli, and Robert G. Still is a manager and director of Denham Mining GP LLC, but, in reliance on the "rule of three," each disclaims beneficial ownership over the securities directly held by Serra Verde Rare Earths Ltd. and MVB Investment Holdings LLC.

Key Terms

ten percent owner, beneficial ownership, pecuniary interest, Section 16, +1 more

5 terms

ten percent owner regulatory

"Each reporting person is identified as a ten percent owner of common stock"

beneficial ownership regulatory

"Each of the Reporting Persons disclaims beneficial ownership over the shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of their respective pecuniary interest therein, if any"

Section 16 regulatory

"for purposes of Section 16 of the Securities Exchange Act of 1934"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

rule of three regulatory

"in reliance on the "rule of three," each disclaims beneficial ownership"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 3 filed for USAR disclose?

It discloses that Denham Mining GP LLC, related Denham entities, Pembroke Resources II Holdings (Cayman) LLC, MVB Investment Holdings LLC, and Serra Verde Rare Earths Ltd. are ten percent owners of USA Rare Earth, Inc., holding common stock indirectly through affiliated entities.

How are the USA Rare Earth (USAR) shares held according to this Form 3?

The common stock is held indirectly. Footnotes state that the securities are directly held by Serra Verde Rare Earths Ltd. and by MVB Investment Holdings LLC, with higher-tier entities owning those companies and thus reporting indirect beneficial ownership.

What ownership chain is described for USAR’s reporting persons?

The filing states that Serra Verde Rare Earths Ltd. is majority owned by MVB Investment Holdings LLC, whose sole owner is Pembroke Resources II Holdings (Cayman) LLC, whose sole owner is Denham Mining Fund LP. Its general partner is Denham Mining GP LP, whose general partner is Denham Mining GP LLC.

Do the reporting persons claim full beneficial ownership of USAR shares?

No. The filing says each reporting person disclaims beneficial ownership of the common stock reported, except to the extent of its pecuniary interest, and specifies that the report is not an admission of beneficial ownership for Section 16 or any other purpose.

What is the significance of the "rule of three" mentioned for USAR?

The Form 3 notes that Stuart D. Porter, Carl J. Tricoli, and Robert G. Still are managers and directors of Denham Mining GP LLC and, in reliance on the "rule of three", each disclaims beneficial ownership of the securities held by Serra Verde Rare Earths Ltd. and MVB Investment Holdings LLC.

Does this USAR Form 3 report any new buy or sell transactions?

No. The entries are reported as holdings of common stock with indirect ownership and associated footnotes. No share counts, prices, or explicit buy or sell transactions are provided in this Form 3.

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

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Available on EDGAR 09/11/2026 - 04:19 PM Accepted by SEC EDGAR 09/11/2026 - 04:18 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Denham Mining GP LLC

(Last) (First) (Middle)

C/O DENHAM CAPITAL MANAGEMENT LP

185 DARTMOUTH STREET, 7TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
09/03/2026

3. Issuer Name and Ticker or Trading Symbol
USA Rare Earth, Inc. [ USAR ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	46,809,526	I	See Footnote(1)(3)(4)
Common Stock	152,640	I	See Footnote(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Denham Mining GP LLC

(Last) (First) (Middle)

C/O DENHAM CAPITAL MANAGEMENT LP

185 DARTMOUTH STREET, 7TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Denham Mining GP LP

(Last) (First) (Middle)

C/O DENHAM CAPITAL MANAGEMENT LP

185 DARTMOUTH STREET, 7TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Denham Mining Fund LP

(Last) (First) (Middle)

C/O DENHAM CAPITAL MANAGEMENT LP

185 DARTMOUTH STREET, 7TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pembroke Resources II Holdings (Cayman) LLC

(Last) (First) (Middle)

C/O DENHAM CAPITAL MANAGEMENT LP

185 DARTMOUTH STREET, 7TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MVB Investment Holdings LLC

(Last) (First) (Middle)

C/O DENHAM CAPITAL MANAGEMENT LP

185 DARTMOUTH STREET, 7TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Serra Verde Rare Earths Ltd.

(Last) (First) (Middle)

C/O DENHAM CAPITAL MANAGEMENT LP

185 DARTMOUTH STREET, 7TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities are directly held by Serra Verde Rare Earths Ltd.

2. These securities are directly held MVB Investment Holdings LLC.

3. Serra Verde Rare Earths Ltd. is majority owned by MVB Investment Holdings LLC, whose sole owner is Pembroke Resources II Holdings (Cayman) LLC, whose sole owner is Denham Mining Fund LP. The general partner of Denham Mining Fund LP is Denham Mining GP LP, whose general partner is Denham Mining GP LLC. Each of the Reporting Persons disclaims beneficial ownership over the shares of Common Stock reported herein, except to the extent of their respective pecuniary interest therein, if any, and the filing of this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. Each of Stuart D. Porter, Carl J. Tricoli, and Robert G. Still is a manager and director of Denham Mining GP LLC, but, in reliance on the "rule of three," each disclaims beneficial ownership over the securities directly held by Serra Verde Rare Earths Ltd. and MVB Investment Holdings LLC.

	Denham Mining GP LLC, By: /s/ Anthony Fiore, Managing Director	09/11/2026
	Denham Mining GP LP, By: Denham Mining GP LLC, its general partner, By: /s/ Anthony Fiore, Managing Director	09/11/2026
	Denham Mining Fund LP, By: Denham Mining GP LP, its general partner, By: Denham Mining GP LLC, its general partner, By: /s/ Anthony Fiore, Managing Director	09/11/2026
	Pembroke Resources II Holdings (Cayman) LLC, By: /s/ Anthony Fiore, Vice President & Secretary, Managing Director	09/11/2026
	MVB Investment Holdings LLC, By: /s/ Anthony Fiore, Vice President & Secretary, Manager on the Board of Managers	09/11/2026
	Serra Verde Rare Earths Ltd., By: /s/ Anthony Fiore, Director	09/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)