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.
Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and Anand Parekh report beneficial ownership of USA Rare Earth, Inc. common stock on a Schedule 13G/A. They collectively report 11,290,321 shares of common stock, representing 4.61% of the class as of June 30, 2026.
The filing states no sole voting or dispositive power and shared voting and dispositive power over all 11,290,321 shares. The ownership is now reported as 5 percent or less of the class. The parties make a joint filing under Rule 13d-1(k).
USA Rare Earth, Inc. is building an integrated rare-earth “mine-to-magnet” platform and remains in an early commercialization phase. For the six months ended June 30, 2026, it generated $11.5 million in revenue, all from its Less Common Metals alloy business, and recorded a net loss of $80.0 million and an operating loss of $83.0 million. Operating cash outflow was $75.3 million, with a further $108.4 million used for capital expenditures and equipment deposits.
Liquidity is strong following a $1.50 billion PIPE financing in January 2026, leaving $1.53 billion of cash and cash equivalents and $1.59 billion including restricted cash at June 30, 2026, largely invested in money market funds. The company also secured U.S. CHIPS Act support via a Direct Funding Agreement for up to $277 million in grants and a Loan Guarantee Agreement for up to $1.30 billion of Federal Financing Bank debt, issuing 16.1 million common shares and a warrant for 17.6 million shares to the U.S. Department of Commerce, recorded as $882.3 million of deferred arrangement costs and a $323.5 million warrant liability.
Strategically, USA Rare Earth agreed to acquire 13.6% of Carester SAS for about $45.7 million and signed a definitive deal to acquire Serra Verde Group’s parent for approximately $2.83 billion (cash plus 126.8 million shares), aiming to create a fully integrated rare-earth supply chain across mining, processing, metals and magnets. These transactions, together with ongoing development of its Stillwater magnet plant, Blacksburg refined-metals facility and the Round Top Project, are expected to require substantial additional capital and carry execution, integration, regulatory and dilution risks.
USA Rare Earth, Inc. reported its second-quarter and first-half 2026 results, highlighting early revenue and major strategic steps to build an integrated rare earth and magnet business. Revenue reached $5.8 million in Q2 2026 and $11.5 million for the first six months, compared with no revenue a year earlier. The company posted a Q2 loss from operations of $46.3 million and a Q2 net loss attributable to USA Rare Earth of $10.3 million, with non‑cash fair value gains driving a much smaller bottom‑line loss than in 2025.
Liquidity strengthened significantly, with cash and cash equivalents of $1.53 billion at June 30, 2026, up from $359.9 million at year-end, primarily from $1.5 billion of PIPE equity financing. The company executed definitive agreements with the U.S. Department of Commerce for up to $1.6 billion in CHIPS Act funding and loan capacity, announced a ~$2.8 billion acquisition of Serra Verde, closed the acquisition of Texas Mineral Resources Corp., and agreed to acquire a 13.6% stake in Carester. It also advanced magnet and metals capacity in Oklahoma, South Carolina, the UK, and France, commissioned a hydrometallurgical demonstration facility in Colorado, and produced initial commercial yttrium metal and rare earth oxide samples, while planning a CEO transition effective October 1, 2026.
USA Rare Earth, Inc. completed its previously disclosed acquisition of Texas Mineral Resources Corp. on August 7, 2026 through a two-step merger structure. First, a wholly owned USAR merger subsidiary merged with TMRC, with TMRC surviving as a wholly owned subsidiary; a second USAR merger subsidiary then merged with that surviving corporation.
Under the Merger Agreement, TMRC common stock outstanding immediately before the first merger (excluding shares with properly exercised dissenters’ rights and certain intercompany holdings) was converted into the right to receive USA Rare Earth common stock. The exchange ratio was determined by dividing 3,823,328 shares of USAR common stock by 88,339,693 TMRC shares on a fully diluted basis, resulting in a final ratio of 0.043279843 USAR share for each TMRC share, with cash paid in lieu of fractional shares. The USAR shares issued to former TMRC stockholders were registered under a Form S-4 declared effective on June 29, 2026.
USA Rare Earth, Inc. entered into a Share Purchase and Investment Agreement to make a minority investment in French rare-earth processor Carester SAS alongside InfraVia. The new investors will subscribe for Preferred Shares RR for an aggregate EUR 45,000,225.00, including USA Rare Earth’s EUR 22,500,225.00 commitment for 100,001 Preferred Shares RR, split between cash and a Contribution in Kind funded by newly issued USAR common stock. As part of this structure, USAR is granting Carester registration rights for those USAR shares.
Simultaneously, the parties plan a EUR 9,999,900 secondary purchase of 44,444 Carester shares from the founder and a EUR 24,999,975.00 acquisition of 111,111 shares from Solvay’s Rhodia Opérations, resulting in Solvay’s full exit. Upon Completion, expected in the third quarter of 2026 subject to the Rhodia Exit and other customary conditions, the acquired ordinary shares will convert into Preferred Shares RR and USA Rare Earth will hold 177,778 Preferred Shares RR, representing approximately 13.6% of Carester’s capital. The related press release positions this as part of a broader European rare-earth platform centered on Carester’s Caremag facility in Lacq, France and LCM Europe’s planned 3,750 mtpa metal and alloy plant, supported by French government incentives of up to €130 million.
USA Rare Earth director and Executive Chair Michael Blitzer received two restricted stock unit awards covering 133,353 and 31,427 RSUs tied to common stock on July 19, 2026. These RSUs vest in three equal annual installments over three years and convert one-for-one into common shares, with settlement deferred until his separation from service, subject to certain acceleration events.
USA Rare Earth, Inc. announced a planned leadership transition. Barbara Humpton will retire as Chief Executive Officer and director on October 1, 2026, and is party to a retirement agreement under which 219,329 restricted stock units scheduled to vest that day will vest and she will receive a pro‑rated 2026 bonus of $500,000, subject to customary conditions.
The board approved Thrasyvoulos (“Thras”) Moraitis, currently CEO of Serra Verde Group, to become CEO on October 1, 2026, or, if later, upon closing of the Serra Verde merger. His CEO terms include a base salary of CHF 822,000, performance‑based annual bonuses and equity awards, notably $5 million in RSUs for 2026–2027 and additional inducement and make‑whole RSUs and PSUs tied to service and milestones. Michael Blitzer was appointed Executive Chair with a $170,000 annual cash retainer and multi‑year RSU grants reflecting his expanded strategic role.
USA Rare Earth, Inc. is progressing with its planned acquisition of SVRE Holdings Ltd. and has amended the merger agreement so that specific conditions in a long‑term Offtake Agreement, the lapse of SV Management Switzerland’s termination right, and that agreement being in force at closing are now conditions to USAR’s obligation to complete the merger.
In the merger, USAR will issue 126,849,307 shares of common stock and pay $300 million in cash to former SVRE securityholders. Recent and related transactions include a January 2026 private placement of 69,767,442 shares at $21.50 per share (about $1.5 billion of gross proceeds), a U.S. Department of Commerce package with up to $277.0 million of direct funding and a loan guarantee on up to $1.3 billion of debt, and a U.S. International Development Finance Corporation facility of up to $565 million.
Pro forma data show substantial dilution: a fully diluted share count of 410,860,414, with the SVRE merger, DOC equity and warrant, earnout shares, and other deals materially reducing existing holders’ percentage interest. On this basis, basic and diluted net loss per share would have been $0.21 for the quarter ended March 31, 2026 and $1.54 for 2025. USAR also discloses that it was added to China’s export control list on June 22, 2026, which has already constrained access to certain China‑origin materials and is expected to continue to affect operations.