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. (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."
USA Rare Earth, Inc. (USAR) reports that a group of investment entities affiliated with Denham Capital, including Serra Verde Rare Earths Ltd. and MVB Investment Holdings LLC, has filed as a beneficial owner of a significant block of its common stock on a Schedule 13G.
Serra Verde directly holds 46,809,526 shares of common stock, while MVB directly holds 152,640 shares46,962,166 shares, or about 12.5% of the 375,076,567 shares outstanding as of September 3, 2026. The group reports shared voting and dispositive power over these shares and no sole voting or dispositive power. Certain managers of Denham Mining GP LLC disclaim beneficial ownership under a "rule of three" analysis.
USA Rare Earth, Inc. (USAR) reports that investment entities affiliated with The Energy & Minerals Group have filed as beneficial owners of its Common Stock. EMG Fund V SVRE Holdings, LLC directly holds 29,223,081 shares of Common Stock, representing 7.8% of the class.
The ownership percentage is based on 375,076,567 shares outstanding as of September 3, 2026, as stated in a Registration Statement on Form S-3. The Common Stock is held through EMG Fund V SVRE Holdings, LLC, whose membership interests are owned, directly or indirectly, by several EMG funds. John T. Raymond, through control of the general partners of these funds, has sole voting and dispositive power over the shares held by EMG Fund V SVRE Holdings, LLC, while disclaiming beneficial ownership except to the extent of his pecuniary interest.
USA Rare Earth, Inc. (USAR) is the subject of a Schedule 13D reporting that VB (Rare Earths) Limited and its parent Vision Blue Resources Limited jointly beneficially own 29,544,227 shares of common stock, representing 7.9% of the company’s common shares outstanding as of September 3, 2026. These shares were received as part of the merger in which SVRE Holdings Ltd. was merged into a USA Rare Earth subsidiary, for aggregate consideration of $300,000,000 in cash and 126,849,307 USA Rare Earth common shares paid to SVRE shareholders and other parties. The reporting holders are subject to lock-up restrictions on their merger shares, released in three equal tranches at closing, 90 days and 180 days after closing, and have resale registration rights under a Form S-3 filed on September 4, 2026. VB (Rare Earths) Limited also has the right, while it and its affiliates hold at least 5% of outstanding common stock, to designate one director to the USA Rare Earth board; Sir Mick Davis currently serves in that seat.
USA Rare Earth, Inc. (symbol: USAR) is the issuer of record for a Form 4 filing submitted to the SEC. Davis Michael Lawrence reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. (USAR) reported that director Michael Lawrence Davis received a grant of 6,959 Restricted Stock Units (RSUs) on September 3, 2026. Each RSU represents the right to receive one share of common stock upon settlement, and all RSUs are scheduled to fully vest on the 2027 Annual Meeting date, anticipated to be on or about June 2, 2027. After this award, Davis holds 6,959 RSUs directly, and no Rule 10b5-1 trading plan is reported for this grant.
USA Rare Earth, Inc. (symbol: USAR) is the issuer of record for a Form 4 filing submitted to the SEC. Moraitis Thrasyvoulos reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. (USAR) reported that President and director Moraitis Thrasyvoulos received two awards of restricted stock units on September 3, 2026. One award covers 216,541 RSUs that vest in tranches through December 31, 2027, and a second award covers 226,373 RSUs that vest based on reaching age 65 and separation from service. Each RSU represents the right to receive one share of common stock at settlement, and after these awards he holds 2,080,059 shares of common stock directly.
USA Rare Earth, Inc. (symbol USAR) reports that Michael Lawrence Davis, a director of the company, has filed an initial statement of beneficial ownership on Form 3. The filing does not report any transactions or list any specific equity or derivative holdings at this time.
USA Rare Earth, Inc. (USAR) reported the initial share ownership of Moraitis Thrasyvoulos, who serves as both a director and the President. As of September 3, 2026, he is reported to hold 2,080,059 shares of common stock directly, and no specific purchase or sale transactions are disclosed. No Rule 10b5-1 trading plan is reported.
USA Rare Earth, Inc. (USAR) has filed a Form S-3 to register a secondary offering of up to 126,476,950 shares of common stock for resale by existing selling stockholders. These “Resale Shares” were issued as part of the acquisition of SVRE Holdings Ltd. (Serra Verde) and represent about 33.7% of USAR’s 375,076,567 shares of common stock outstanding as of September 3, 2026. USAR will not receive any proceeds from the sale of these shares.
The Serra Verde acquisition closed on September 3, 2026 for $300 million in cash plus 126,849,307 USAR shares, giving USAR full ownership of the Pela Ema rare earth mine and processing plant in Brazil. Separately, USAR has a financing package with the U.S. Department of Commerce that includes up to $277.0 million of direct funding and a $1.3 billion loan guarantee, alongside equity issued to the DOC and a warrant. The filing highlights that large potential resales, particularly as lock-ups on many shares expire in December 2026 and March 2027, could increase trading volatility or pressure the stock price.
USA Rare Earth, Inc. (USAR) filed a shelf registration statement on Form S-3 to register up to $1,250,000,000 of common stock, preferred stock, debt securities, warrants, rights and units that it may offer and sell from time to time using prospectus supplements.
The company describes itself as building a fully integrated rare earth and permanent magnet value chain across the United States, Brazil and the United Kingdom, from mining through alloy production to neodymium magnet manufacturing for sectors including aerospace and defense, semiconductors and energy. USAR recently completed the acquisition of Serra Verde, providing ownership of the Pela Ema rare earth mine and processing plant in Goiás, Brazil, in exchange for $300,000,000 in cash and 126,849,307 USAR common shares.
USAR also outlines a financing arrangement with the U.S. Department of Commerce that includes a Direct Funding Agreement with a maximum award of $277.0 million and a Loan Guarantee Agreement supporting up to $1.3 billion in Federal Financing Bank advances, alongside the issuance of 16,132,790 common shares and a warrant for 17,600,584 shares at an exercise price of $17.17 per share. Unless specified otherwise in a prospectus supplement, net proceeds from any offerings will be used for general corporate purposes, including potential debt repayment and capital expenditures.