USA Rare Earth Inc SEC Filings

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.

USA Rare Earth, Inc. (USAR) director Mordechai Zev Gutnick was awarded 5,054 restricted stock units (RSUs) on 10/01/2025. Each RSU converts to one share of common stock at settlement. The RSUs are reported as 5,054 shares beneficially owned following the grant and are held directly. The RSUs vest on 10/01/2026, or the next open Trading Day if that date falls within a closed trading window, subject to tax and plan terms. The Form 4 was signed by an attorney-in-fact on 10/03/2025.

USA Rare Earth (USAR) disclosed an insider equity award. Director Michael F. Senft reported a grant of 5,054 restricted stock units on 10/01/2025 at a price of $0.

Each RSU represents the right to receive one share of common stock at settlement. The RSUs will vest on October 1, 2026, or if that date falls during a closed trading window under the company’s Insider Trading Policy, on the first trading day of the next open window, subject to applicable tax rules and the Amended and Restated 2024 Omnibus Incentive Plan. Following the grant, 5,054 derivative securities were beneficially owned, held in direct form.

USA Rare Earth (USAR): Director Carolyn Trabuco reported an equity award on a Form 4. She received 5,054 restricted stock units (RSUs) on October 1, 2025 at a price of $0 per unit. Each RSU represents the right to receive one share of common stock at settlement.

The RSUs are scheduled to vest on October 1, 2026, or on the first trading day of the next open window under the company’s Insider Trading Policy, pursuant to the Amended and Restated 2024 Omnibus Incentive Plan.

USA Rare Earth, Inc. (USAR) director reported an equity award of 5,054 restricted stock units on October 1, 2025.

Each RSU represents the right to receive one share of common stock at settlement. The RSUs vest on October 1, 2026, or on the first trading day of the next open trading window if that date falls during a closed window, pursuant to the company’s Amended and Restated 2024 Omnibus Incentive Plan. The derivative security price is $0, and 5,054 derivative securities were beneficially owned after the transaction, held directly.