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) completed its acquisition of SVRE Holdings Ltd. (Serra Verde Group) on September 3, 2026, merging SVRE into a USAR subsidiary for total merger consideration of $300 million in cash plus 126,849,307 USAR shares. The deal is accounted for as a business combination, adding significant mining assets in Brazil, an offtake contract and creating goodwill of approximately $602.5 million on the pro forma balance sheet.
Through the transaction USAR assumes a long‑term DFC project finance facility of up to $565 million, of which $425 million was outstanding as of June 30, 2026, secured by Merger Sub and its assets, and a royalty obligation totaling about $226.9 million. Pro forma combined assets are about $6.7 billion, but pro forma net losses remain substantial at $115.5 million for the six months ended June 30, 2026 and $439.7 million for 2025. The filing also reflects prior capital raising, including a $1.5 billion private placement and equity/warrant issuances to the U.S. Department of Commerce, and details new board appointments of industry veterans Thras Moraitis and Sir Mick (Michael) Davis plus staged lock‑ups on Serra Verde shareholders.
USA Rare Earth, Inc. (USAR) reports that stockholders approved key proposals at a special meeting held on August 28, 2026. Stockholders approved the Share Issuance Proposal, authorizing the issuance of 126,849,307 shares of common stock in connection with a merger involving Middlebury Merger Sub, Ltd., SVRE Holdings Ltd., and Serra Verde Rare Earths Ltd. acting as representative of SVRE stockholders.
As of the July 22, 2026 record date, there were 244,720,099 common shares and 1,224,351 Series A preferred shares outstanding, representing 247,181,020 shares on an as-converted basis. The Share Issuance Proposal received 108,248,297 votes for, 1,403,269 against, and 16,879,393 abstentions. Stockholders also approved an Adjournment Proposal, which received 94,439,941 votes for, 15,025,106 against, and 17,065,912 abstentions.
USA Rare Earth, Inc. (USAR) reports that a special purpose vehicle capitalized by U.S. government and private sources to purchase Serra Verde Group’s production has completed an upsized $1.55 billion capitalization, satisfying a key offtake-related closing condition for USAR’s pending merger with SVRE Holdings Ltd. The Offtake Agreement amendment resets the required U.S. support to (i) $750 million already funded into the SPV via a profit participation agreement, (ii) a Tier‑1 bank commitment for a senior secured borrowing base facility of up to $500 million, and (iii) forward purchase contracts for at least $300 million of rare earth products over five years after the Satisfaction Date.
USAR highlights that the senior debt facility is not yet documented, closed or funded and may never be, yet the merger could still be required to close. It also discloses that Serra Verde’s 2024 and 2025 audits identified two material weaknesses in internal control over financial reporting, which management is working to remediate. USAR schedules an August 28, 2026 special stockholder meeting to vote on merger‑related proposals and notes supplemental proxy risk disclosures and ongoing stockholder litigation related to the merger disclosures.
USA Rare Earth, Inc. (USAR) reported that a director, as the reporting person, received a grant of 2,059 Restricted Stock Units (RSUs) on August 19, 2026. The RSUs carry a grant/award acquisition code and a stated price of $0.00 per unit. According to the terms, the RSUs will vest 1 year from the grant date, and each RSU represents the right to receive one share of USA Rare Earth common stock upon settlement. Following this grant, the reporting person holds 2,059 RSUs directly.
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.