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. 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.
USA Rare Earth, Inc. filed a Form 144 disclosing a proposed resale of 100,000 shares of Common Stock by Fidelity Brokerage Services LLC on NASDAQ, with an aggregate amount listed as $2,805,053.35 and a reported outstanding share count of 217,976,175 as of 05/06/2026. The filing lists securities acquired as payment for services of 29,500 shares on 09/17/2025 and a stock award of 70,500 shares on 04/30/2026. It also reports a sale of 29,511 shares on 04/22/2026 for $735,248.91.
BlackRock, Inc. reported beneficial ownership of 12,850,199 shares of USA Rare Earth, Inc. Class A common stock. The filing states this holding represents 5.9% of the class as of 03/31/2026 and discloses sole voting power for 12,625,734 shares and sole dispositive power for 12,850,199 shares. The Schedule 13G was signed by Spencer Fleming on 04/27/2026.
USA Rare Earth, Inc. reported that directors Mordechai Gutnick and General Paul Kern will not stand for reelection at the annual meeting scheduled for June 3, 2026. The Board immediately reduced its size to six directors ahead of that meeting.
The company previously entered into a definitive Agreement and Plan of Merger under which SVRE Holdings Ltd. will merge into a USA Rare Earth subsidiary as part of the Serra Verde Rare Earths Ltd. acquisition. Upon closing, expected in the third quarter of 2026, USA Rare Earth plans to expand the Board from six to eight members by adding two Serra Verde nominees. The company stated that the directors’ decisions not to seek reelection were not due to any disagreement with management, the Board, or company policies or strategy.
USA Rare Earth, Inc. is holding a virtual 2026 annual stockholder meeting on June 3, 2026 to elect six directors and ratify BDO USA, P.C. as independent auditor for the year ending December 31, 2026.
Holders of 217,985,608 common shares and 1,224,351 shares of 12% Series A Cumulative Convertible Preferred Stock vote together as one class, with each preferred share carrying 1.9437 votes on an as-converted basis. The board will shrink from eight to six members at the meeting, with plans to expand back to eight after a pending acquisition of Serra Verde Rare Earths Ltd. closes, adding two of its nominees.
The proxy also reviews governance structures, board committee composition, executive roles, and 2025 compensation, including a new CEO package with significant time-based RSU grants and standard severance protections, and discloses the recent transition of audit firms culminating in BDO’s appointment.
USA Rare Earth, Inc. Schedule 13G/A (Amendment No. 2) reports joint beneficial ownership by Bayshore-related entities and Tready A. Smith. The filing shows 8,663,243 shares beneficially owned in the aggregate, representing 3.97% of the class based on 217,976,175 shares outstanding as of March 23, 2026. The filing notes the percentage was below 5% as of March 31, 2026 due to dilution from company share issuance. The reported positions break down into shared voting and dispositive power across Bayshore Capital Advisors, LLC (8,473,160 shared), Bayshore Rare Earths II, LLC (5,904,265 shared), and Bayshore MGR, LLC (6,230,583 shared), with Tready A. Smith holding 37,073 shares sole and 8,626,170 shares shared.
USA Rare Earth, Inc. director Mordechai Zev Gutnick reported indirect acquisitions tied to an earnout arrangement. On April 15, 2026, the Critical Minerals Trust, for which he serves as trustee, received 939,618 shares of common stock at $0.0000 per share when an earnout right was exercised following satisfaction of “Trigger Event I.”
The earnout right to receive these shares, which became fixed upon the closing of the business combination on March 13, 2025, was exercised for the same 939,618 underlying shares, leaving no remaining derivative position. Following the grant, the trust held 14,610,644 shares of common stock indirectly. Mr. Gutnick disclaims beneficial ownership of securities held by the Critical Minerals Trust except to the extent of his pecuniary interest.