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. is providing investors with updated unaudited pro forma financial information reflecting its planned merger with SVRE Holdings Ltd. The merger will combine SVRE with a USAR subsidiary, making SVRE an indirect, wholly owned subsidiary of USAR.
The pro forma statements show how USAR’s balance sheet and results of operations would look if the merger, a $300 million cash component and share issuance to SVRE holders, a large 2026 private placement, SVRE’s DFC project financing, an offtake agreement and earnout share issuance had been in place earlier. Management emphasizes these figures are preliminary and based on estimated fair values that may change once the transaction closes and purchase accounting is finalized.
Trabuco Carolyn reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. director Carolyn Trabuco received a grant of 6,438 restricted stock units. These RSUs represent future rights to receive an equal number of common shares and reflect equity-based compensation rather than an open-market purchase.
The award will fully vest on the earlier of one year from the grant date or the company’s 2027 annual meeting, anticipated to occur on or about June 2, 2027. Following this grant, Trabuco’s directly held RSU-related position reported in this filing totals 6,438 units.
Senft Michael F reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. director Michael F. Senft received a grant of 6,438 restricted stock units. These RSUs were awarded at no cash cost and each unit represents the right to receive one share of common stock at settlement. The award will fully vest on the earlier of one year from the grant date or the 2027 Annual Meeting, which is anticipated to occur on or about June 2, 2027, after which the underlying shares can be delivered.
SCHWETHELM OTTO C reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. director Otto C. Schwethelm received a grant of 6,438 restricted stock units. Each unit represents one share of common stock to be delivered at settlement. The award will fully vest on the earlier of one year from the grant date or the 2027 annual meeting, anticipated on or about June 2, 2027.
USA Rare Earth, Inc. director Thomas Caulfield reported equity awards and holdings updates. He received 6,438 restricted stock units as board service compensation for the period from March 19, 2026 through June 2, 2026, with each unit convertible into one common share. On March 19, 2026 these RSUs were granted and vested in full on June 3, 2026, and 2,548 units were exercised into common stock at a conversion price of $0.00 per share, bringing his directly held common shares to 2,955. He also received a separate grant of 407 common shares, and holds 52,500 common shares indirectly through The Thomas Caulfield Revocable Trust. One RSU grant will fully vest on the earlier of one year from grant or the 2027 annual meeting, anticipated around June 2, 2027.
BLITZER MICHAEL reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. reported that director Michael Blitzer received a grant of 6,438 restricted stock units on June 3, 2026. These units will fully vest on the earlier of one year from the grant date or the company’s 2027 annual meeting, which is anticipated to be on or about June 2, 2027.
Each restricted stock unit represents the right to receive one share of USA Rare Earth common stock at settlement. Following this grant, Blitzer’s reported holdings from this award total 6,438 restricted stock units.
USA Rare Earth, Inc. held its 2026 Annual Meeting of Stockholders to elect directors and ratify its independent auditor. As of the April 8, 2026 record date, 217,985,608 shares of Common Stock and 1,224,351 shares of Series A Preferred Stock, representing 2,379,796 Common shares on an as-converted basis, were entitled to vote. A quorum was reached, with 133,837,645 votes (60.73% of eligible votes) present virtually or by proxy. Stockholders elected all six director nominees to one-year terms and approved the ratification of BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026.
USA Rare Earth, Inc. entered definitive agreements with the U.S. Department of Commerce providing up to $277 million in direct CHIPS funding and guarantees for up to $1.3 billion in 15‑year senior secured loans to finance five U.S. rare earth mining, metal and magnet projects.
As part of the package, USA Rare Earth will issue the DOC 16,132,790 common shares and a warrant to purchase 17,600,584 additional shares at $17.17, with a 12‑month transfer restriction and limited voting rights. Together with a previously closed $1.5 billion PIPE and earlier capital raises, total committed capital supporting the company’s growth plan is about $3.5 billion. The funding is milestone‑based and subject to extensive covenants, equity‑raise requirements and default remedies, including acceleration and foreclosure.
USA Rare Earth, Inc. has committed to a major expansion of its magnet and metals manufacturing footprint in Cherokee County, South Carolina. The company entered a 20-year net lease for an approximately 800,000 square foot rare earth magnet facility on about 129.9 acres in Blacksburg, with two optional 10-year extensions and base rent tied to final project costs plus 2.5% annual escalations.
Alongside the lease, the company signed a Fee‑in‑Lieu of Ad Valorem Taxes and Incentives Agreement with Cherokee County. The project is expected to involve approximately $800 million of investment and create about 325 new jobs, with at least $400 million required over an eight‑year investment period that can extend to thirteen years. Qualifying property may benefit from a reduced 4% assessment ratio for up to 40 years, subject to investment and other conditions, with potential clawbacks if requirements are not met.
A related press release highlights a broader project scale, referencing an approximately $1.2 billion investment and about 490 high-skill jobs, and targets production of 6,400 metric tons per year of NdFeB magnets and 5,000 metric tons per year of strip‑cast metals and alloys, with commissioning of the Blacksburg facility targeted to begin in 2028.
USA Rare Earth, Inc. director Michael Blitzer reported routine equity compensation activity and updated holdings. He exercised previously granted restricted stock units that converted into a total of 30,483 shares of common stock at a conversion price of $0.00 per share, increasing his direct ownership to 877,983 common shares. The restricted stock units were granted on August 13, 2025 and vested in full on May 20, 2026, converting into common stock on a one-for-one basis. Separately, 3,125,000 common shares are held indirectly by Inflection Point Holdings II LLC, where Blitzer is the sole managing member but disclaims beneficial ownership beyond any pecuniary interest.