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. director-related entity Critical Minerals Trust reported acquiring 939,618 shares of common stock on April 15, 2026. The acquisition reflects a grant/award and the exercise of an earnout right at $0.00 per share, rather than an open-market purchase.
The earnout right to common stock for 939,618 underlying shares was exercised after "Trigger Event I" was satisfied on April 15, 2026, following rights that became fixed upon closing of a business combination on March 13, 2025. After these transactions, Critical Minerals Trust holds 14,610,644 shares of USA Rare Earth common stock indirectly for the benefit associated with Mordechai Zev Gutnick, who disclaims beneficial ownership except to the extent of his pecuniary interest.
USA Rare Earth, Inc. ownership disclosure: Alyeska Investment Group, L.P. and related reporting persons state they beneficially own 16,570,777 shares of Common Stock, equal to 7.60% of the class as of March 31, 2026.
The filing breaks the holding into 5,405,777 shares of previously held Common Stock and 11,165,000 shares acquired in a private placement. Shares outstanding are listed as 217,976,175 per the Form 10-K dated March 30, 2026. The filing states that Alyeska Investment Group, L.P., as investment manager, exercises voting and investment control over shares held by Alyeska Master Fund, L.P., and that Anand Parekh may be deemed a beneficial owner but disclaims beneficial ownership.
USA Rare Earth, Inc. reports Q1 2026 results with revenue of $5.7 million, all from its Less Common Metals unit, and a net loss attributable to the company of $67.0 million as it invests heavily in its rare earth “mine‑to‑magnet” strategy.
The balance sheet shifted dramatically after closing a $1.50 billion PIPE financing, lifting cash and cash equivalents to $1.75 billion and boosting total assets to $2.13 billion. The period also saw significant non‑cash charges from revaluing earnout and warrant liabilities, contributing to a large loss on financial instruments.
Strategically, the company signed non‑binding letters of intent with U.S. government agencies for up to $1.58 billion in potential CHIPS Act funding and debt, agreed to acquire the remaining interest in Texas Mineral Resources Corp. for stock, and later announced a proposed $2.83 billion acquisition of Serra Verde and a planned €40.0 million minority investment in Carester. These moves aim to create a fully integrated rare earth supply chain across mining, processing, metals, and magnet production.
USA Rare Earth reported first quarter 2026 results alongside major strategic moves. Revenue reached $5.7 million with a gross margin of 1.9%, while the company posted a net loss of $67.0 million and loss from operations of $36.7 million. Non-GAAP adjusted net loss was $24.1 million, or $0.12 per diluted share.
Liquidity strengthened substantially as cash and cash equivalents rose to $1.75 billion, driven by a $1.5 billion common stock PIPE. The company announced a proposed $1.6 billion U.S. government CHIPS funding collaboration, a definitive agreement to acquire Serra Verde Group for approximately $2.8 billion, and a definitive deal to acquire Texas Mineral Resources Corp., consolidating 100% economics of the Round Top project.
Operationally, USA Rare Earth commissioned Phase 1a of its Stillwater magnet facility targeting 600 MTPA capacity by Q4 2026, began expanding metal and alloy capacity at LCM toward 3,000 MTPA, completed first commercial yttrium metal production, and received a $14.2 million Texas grant to advance Round Top.
USA Rare Earth, Inc. will issue 3,823,328 USAR Shares as merger consideration to TMRC stockholders in connection with the proposed merger, subject to adoption of the Merger Agreement by a majority of TMRC holders. The issuance implies former TMRC holders would own approximately 1.7% of USAR on a fully diluted basis as of May 11, 2026.
The Merger contemplates two successive statutory mergers that will make Texas Mineral Resources Corp. a direct, wholly owned subsidiary of USAR and cause TMRC common stock to be deregistered and delisted. The Merger Agreement includes a $3,250,000 termination fee payable by TMRC in specified circumstances and contains customary closing conditions; USAR’s obligations are not conditioned on obtaining financing. The parties expect to close by the third calendar quarter of 2026, subject to satisfaction or waiver of closing conditions.
USA Rare Earth, Inc. (USAR) filed a Form S-3 to register primary issuances totaling 32,514,143 shares of Common Stock and the resale of 94,362,903 shares of Common Stock.
The primary issuance includes up to 15,653,227 shares potentially issuable upon exercise of Preferred Investor Warrants, up to 5,000,000 Earnout Shares issuable for no additional consideration, and up to 11,860,916 shares issuable upon conversion of Series A Preferred Stock (good-faith estimates using illustrative conversion/exercise assumptions). The filing states 223,035,366 shares outstanding as of May 11, 2026.
USA Rare Earth, Inc. outlines extensive risks tied to its planned acquisition of SVRE Holdings and broader growth strategy. The company plans to issue 126,849,307 shares of common stock to former SVRE securityholders if the SVRE Merger closes, which would significantly dilute existing stockholders and could pressure the share price.
Additional contemplated issuances include 3,823,328 shares for the TMRC acquisition, approximately $13.5 million of stock (or cash) to Carester, $277 million of common stock and warrants in connection with an expected U.S. government transaction, and 5.05 million potential earnout shares. The filing highlights substantial leverage under SVRE’s up to $565 million DFC debt facility, strict restrictions on upstreaming cash, and numerous regulatory, political, operational, environmental, financing and community‑relations risks associated with SVRE’s Brazilian and Swiss operations and USAR’s Stillwater and Round Top projects.
USA Rare Earth Inc. Schedule 13G: State Street Corporation reports beneficial ownership of 12,065,804 shares of Common Stock, representing 5.5% of the class as of 03/31/2026. The filing shows shared voting power 11,777,605 shares and shared dispositive power 12,065,804.
The report lists affiliated entities (e.g., SSGA Funds Management, Inc., State Street Bank and Trust Company, and several State Street global advisors) as holders of the position. The signature is dated 05/12/2026.
USA Rare Earth Inc. submitted notices of proposed sales of common stock under Form 144. The filings list proposed transfers including 114,433 shares by BPF II GP LLC (05/04/2026) and 62,345 shares by Bayshore MGR LLC (04/30/2026). The excerpt also shows two executed dispositions by Bayshore Capital Advisors: 29,511 shares (04/22/2026) and 100,000 shares (05/06/2026) with dollar amounts provided.