Welcome to our dedicated page for USA Rare Earth SEC filings (Ticker: USAR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The USA Rare Earth, Inc. (USAR) SEC filings page on Stock Titan brings together the company’s regulatory disclosures, offering investors structured access to the documents that describe its mine-to-magnet strategy, financing activities, and material events. As an emerging growth company and smaller reporting company listed on Nasdaq, USAR files a range of reports with the U.S. Securities and Exchange Commission, including registration statements, current reports on Form 8-K, and periodic filings referenced in its press releases.
USAR’s Form 8-K filings provide detail on key developments such as the completion of its acquisition of Indian Ocean Rare Metals Pte Ltd, whose operating subsidiary is Less Common Metals Ltd. (LCM), changes in its independent registered public accounting firm, private placement transactions, and the issuance of a notice of redemption for its public warrants (USARW). These filings outline purchase terms, share issuance, registration rights agreements, and the company’s descriptions of the strategic role that LCM and other actions play in its rare earth metal, alloy, and magnet platform.
The company’s registration statement on Form S-1 describes a secondary offering of common stock held by a selling stockholder and includes sections on risk factors, business description, management’s discussion and analysis, and capital structure. USAR’s periodic reports on Form 10-K and Form 10-Q, which are referenced in its forward-looking statements, contain audited and interim financial statements, going concern disclosures, and additional detail on project development risks, capital needs, and operational plans.
On Stock Titan, these filings are supplemented with AI-powered summaries that highlight the main points of lengthy documents, helping readers quickly identify items such as acquisition terms, warrant and equity structures, and risk disclosures related to the Round Top project and the Stillwater magnet facility. Users can also review filings related to unregistered sales of equity securities, registration rights, and other corporate actions to better understand how USAR finances and governs its integrated rare earth supply chain.
USA Rare Earth, Inc. filed a prospectus supplement to update its S‑1 prospectus with an attached Form 8‑K disclosing a change in independent auditor. Effective November 1, 2025, Horne LLP resigned following the transfer of its partners and professional staff to BDO USA, P.C., and the company’s Audit Committee approved BDO as the new independent registered public accounting firm.
Horne’s reports on the company’s financial statements for the fiscal years ended December 31, 2024 and December 31, 2023 contained no adverse opinions, disclaimers, or qualifications. The company reports no disagreements with Horne on accounting principles, disclosures, or audit scope through October 31, 2025. A letter from Horne agreeing with the statements is filed as Exhibit 16.1. The supplement also notes Nasdaq listings for Common Stock (USAR) and Warrants (USARW).
USA Rare Earth, Inc. (USAR) filed its Q3 2025 report, highlighting a capital-heavy build-out and large non-cash fair value impacts. Cash and cash equivalents rose to $257.6 million as of September 30, 2025, driven by PIPE financings and warrant activity. The company reported a Q3 net loss of $156.7 million, with year-to-date loss at $247.4 million, primarily from changes in fair value of earnout and warrant liabilities.
Operating expenses were $15.9 million in Q3 and $33.4 million year-to-date as USAR advances its Stillwater, Oklahoma magnet facility. Cash used in operations was $21.1 million for the nine months. The balance sheet reflects $166.1 million of earnout liabilities and $177.8 million of warrant-related liabilities, contributing to a stockholders’ deficit.
USAR closed a $75.0 million PIPE in May and a $125.0 million PIPE on September 29, 2025. Management disclosed substantial doubt about the company’s ability to continue as a going concern due to funding needs for inventory, equipment, and scaling operations, despite the higher cash position and subsequent warrant exercise proceeds.
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, Inc. announced a redemption of all outstanding public warrants. Any warrants that remain unexercised at 5:00 p.m. New York City time on December 1, 2025 will be redeemed for $0.01 per warrant.
Holders may choose to exercise their warrants for shares prior to the deadline. Each whole warrant is exercisable for one share of common stock at an exercise price of $11.50 per share. As context, on October 29, 2025, the common stock closed at $20.10 and the warrants at $8.75.
USA Rare Earth, Inc. filed a prospectus supplement to update its S-1 with an 8-K announcing a notice to redeem all outstanding public warrants for $0.01 per warrant if they remain unexercised as of 5:00 p.m. New York City time on December 1, 2025.
The warrants are exercisable for one share of common stock at an exercise price of $11.50 per share. The company’s securities trade on Nasdaq under USAR (common) and USARW (warrants); on October 29, 2025, the common stock closed at $20.10 and the warrants at $8.75.
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. registered up to 8,333,333 shares of common stock for resale by a selling stockholder, to be sold from time to time in public or private transactions. This is a secondary offering to satisfy registration rights, and the company will not receive any proceeds from these sales.
The prospectus notes the selling stockholder acquired the shares at prices below the current trading price, which may incentivize sales at lower effective prices. The filing states these resale shares represent approximately 7.3% of total issued and outstanding common stock as of September 30, 2025. Shares outstanding were 113,832,993 as of that date.
Sales may occur via ordinary brokerage transactions, underwritten offerings, directly to market makers, or other methods described in the Plan of Distribution. USA Rare Earth’s common stock and public warrants trade on Nasdaq as “USAR” and “USARW”; on October 1, 2025, the common stock closed at $18.41 per share and the public warrants at $7.72 per warrant. The company will bear registration expenses; the selling stockholder bears selling commissions and discounts.
USA Rare Earth, Inc. (USAR) is registering shares under an S-1 after completing a business combination that domesticated the company in Delaware and combined operations with USARE OpCo. The company controls the Round Top Deposit in West Texas, which contains both light and heavy rare earths plus other critical minerals, and owns the Stillwater Facility planned to produce neo magnets with a phase 1 nameplate of 1,200 tpa and up to 4,800 tpa at full buildout. USARE received financing including a $75.0M PIPE and related warrants and has agreements to source feedstock, including a supplier contract for 60% of NdFeB feedstock through 12/31/2028. The filing discloses substantial operating losses, a going concern assessment, net cash used in operations of $18.2M for six months ended June 30, 2025, and a large non-cash fair value loss of about $74M related to PIPE valuation. Material dilution exposures exist from convertible preferreds, warrants and earnout shares that may significantly increase share count. The company highlights regulatory, permitting, environmental, supply-chain and capital-raising risks tied to mining, magnet production and international trade.
Michael Blitzer, a director of USA Rare Earth, Inc. (USAR), was granted 5,054 restricted stock units (RSUs) on 10/01/2025. Each RSU converts to one share of the issuer's common stock at settlement and the grant price is listed as $0. The RSUs vest on 10/01/2026, but if that date falls in a closed trading window they will vest on the first trading day of the next open window, subject to tax and plan rules. The Form 4 was signed on 10/03/2025.