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. 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. entered into a definitive Agreement and Plan of Merger dated March 4, 2026 to acquire Texas Mineral Resources Corp. via a two-step merger structure in which TMRC will become a wholly owned subsidiary of USAR. The Transactions are expected to close no later than the third calendar quarter of 2026, subject to the satisfaction or waiver of conditions precedent, including TMRC stockholder approval and effectiveness of a Form S-4 registration statement.
The Merger Consideration provides that each outstanding TMRC common share will be converted into a fractional number of USAR shares equal to the quotient of 3,823,328 divided by the fully diluted number of TMRC shares at the Effective Time; fractional USAR shares will be paid in cash. The agreement includes customary covenants, a $3,250,000 termination fee payable by TMRC in specified circumstances, and Voting and Support Agreements from holders representing approximately 19% of TMRC outstanding shares.
USA Rare Earth, Inc. entered into a definitive Agreement and Plan of Merger to acquire Texas Mineral Resources Corp. by means of two-step mergers under the Merger Agreement dated March 4, 2026.
The Merger Consideration for each TMRC share is a fractional number of USAR shares equal to the quotient of 3,823,328 divided by the aggregate number of TMRC shares outstanding on a fully diluted basis at the Effective Time. TMRC holders entitled to fractional USAR shares will receive cash in lieu. The Transactions are expected to be consummated no later than the third calendar quarter of 2026, subject to customary closing conditions including adoption by a majority of TMRC stockholders, effectiveness of a Form S-4 registration statement, absence of prohibitive law or order, and Nasdaq listing authorization if required.
The filing discloses that Supporting Stockholders (directors, officers and certain affiliates) beneficially own approximately 19% of TMRC and have entered into Voting and Support Agreements to vote in favor of the Mergers.
USA Rare Earth, Inc. entered into a definitive Agreement and Plan of Merger to acquire Texas Mineral Resources Corp. The agreement, dated March 4, 2026, contemplates two-step mergers completing no later than the third calendar quarter of 2026, subject to the satisfaction or waiver of closing conditions. Merger consideration is set by a formula that provides each TMRC share the right to receive a fraction of a USAR share equal to 3,823,328 divided by the aggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time. TMRC stockholder approval, a Form S-4 effectiveness, and any Nasdaq listing approvals are among the closing conditions. A termination fee of $3,250,000 is payable by TMRC in certain circumstances. Supporting stockholders holding approximately 19% of TMRC have entered into voting and support agreements. The companies will file a joint proxy statement/prospectus and USAR will file the Registration Statement on Form S-4.
USA Rare Earth, Inc. entered into a definitive Agreement and Plan of Merger with Texas Mineral Resources Corp. to combine the companies through a two-step merger structure.
At the Effective Time, each outstanding TMRC share will convert into a fraction of a USAR share equal to the quotient of 3,823,328 divided by the aggregate number of TMRC shares outstanding on a fully diluted basis. The Transactions are expected to close no later than the third calendar quarter of 2026, subject to customary conditions including the Requisite TMRC Vote, effectiveness of a Form S-4 registration statement, Nasdaq listing authorization if required, and other closing conditions. The agreement includes a termination fee of $3,250,000 payable by TMRC in certain circumstances. Supporting stockholders holding approximately 19% of TMRC have entered into voting and support agreements in favor of the merger. The filings include forward-looking statements and note going-concern risks for both companies as disclosed in their recent financial statements.
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.
Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh report beneficial ownership of 7,797,613 shares of USA Rare Earth, Inc., equal to 5.88% of its common stock. All reported shares are held with shared voting and dispositive power, with no sole power reported.
The ownership is reported on a Schedule 13G/A (Amendment No. 2) as of December 31, 2025, and is certified as acquired and held in the ordinary course of business, not for the purpose of changing or influencing control of the company.
Kronenfeld David Thomas reported multiple insider transaction types in a Form 4 filing for USAR. The filing lists transactions totaling 6,977 shares at a weighted average price of $21.50 per share. Following the reported transactions, holdings were 76,374 shares.