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 (USAR): Director Carolyn Trabuco reported an equity award on a Form 4. She received 5,054 restricted stock units (RSUs) on October 1, 2025 at a price of $0 per unit. Each RSU represents the right to receive one share of common stock at settlement.
The RSUs are scheduled to vest on October 1, 2026, or on the first trading day of the next open window under the company’s Insider Trading Policy, pursuant to the Amended and Restated 2024 Omnibus Incentive Plan.
USA Rare Earth, Inc. (USAR) director reported an equity award of 5,054 restricted stock units on October 1, 2025.
Each RSU represents the right to receive one share of common stock at settlement. The RSUs vest on October 1, 2026, or on the first trading day of the next open trading window if that date falls during a closed window, pursuant to the company’s Amended and Restated 2024 Omnibus Incentive Plan. The derivative security price is $0, and 5,054 derivative securities were beneficially owned after the transaction, held directly.
USA Rare Earth (USAR) disclosed a director equity award. On 10/01/2025, a reporting person serving as a Director received 5,054 restricted stock units (RSUs) at a price of $0 per unit. Each RSU represents the right to receive one share of common stock upon settlement.
The RSUs are scheduled to vest on October 1, 2026. If that date falls during a closed trading window under the company’s insider trading policy, vesting will occur on the first trading day of the next open window, subject to applicable tax rules and the terms of the Amended and Restated 2024 Omnibus Incentive Plan. Following the reported transaction, 5,054 derivative securities were beneficially owned, held directly.
Otto C. Schwethelm, a director of USA Rare Earth, Inc. (USAR), was granted 5,054 restricted stock units (RSUs) on 10/01/2025. Each RSU represents the right to receive one share of the issuer's common stock, and the reported transaction shows 5,054 shares beneficially owned following the grant, held directly. The RSUs have an exercise/issue price of $0 and are scheduled to vest on 10/01/2026, although vesting is subject to the company’s Insider Trading Policy: if that vesting date falls in a closed trading window, settlement will occur on the first trading day of the next open window and remain subject to tax-law timing and the terms of the Amended and Restated 2024 Omnibus Incentive Plan. The Form 4 was signed by David Kronenfeld as attorney-in-fact for Mr. Schwethelm on 10/03/2025.
Barbara Humpton, the Chief Executive Officer and a director of USA Rare Earth, Inc. (USAR), was granted restricted stock units totaling 626,655 RSUs on 10/01/2025. Each RSU represents the right to receive one share of the issuer's common stock at settlement, and the awards were reported on a Form 4 filed by an attorney-in-fact on 10/03/2025.
The grant is composed of three RSU awards of 250,662, 313,327, and 62,666 units. Two awards vest in three equal annual tranches of 33 1/3% on October 1, 2026, October 1, 2027 and October 1, 2028, while one award vests in two equal tranches of 50% on October 1, 2026 and October 1, 2027. If a scheduled vesting date falls during a closed trading window under the company’s insider trading policy, vesting will occur on the first trading day of the next open window, subject to tax-law timing and the terms of the Amended and Restated 2024 Omnibus Incentive Plan.
USA Rare Earth, Inc. reported an insider equity award to its Chief Financial Officer, William Robert Steele, Jr. The filing shows an award of 62,666 restricted stock units (RSUs), each representing the right to one share of common stock. The RSUs were granted on 10/01/2025 and are reflected as a direct beneficial holding of 62,666 shares following the grant.
The RSUs vest in two equal tranches: 50% on 10/01/2026 and 50% on 10/01/2027. If a vesting date falls during a closed trading window under the company policy, vesting will occur on the first trading day of the next open window, subject to tax-law timing and the terms of the Amended and Restated 2024 Omnibus Incentive Plan.
Barbara Humpton, identified as Chief Executive Officer and a Director of USA Rare Earth, Inc. (USAR), filed an initial Form 3 reporting the event date 10/01/2025. The filing states no securities are beneficially owned by Ms. Humpton. The form was signed on behalf of the reporting person by an attorney-in-fact on 10/03/2025. No equity holdings, derivative positions, or indirect ownership are disclosed.
USA Rare Earth, Inc. completed a $125.0 million private placement by issuing 8,333,333 shares of common stock on September 29, 2025 and intends to use net proceeds for general corporate purposes. The sale and related Acquisition Shares were issued in reliance on exemptions from registration, and the company agreed to file registration statements to permit resale of those shares within specified timeframes.
Leadership and compensation changes: Barbara Humpton was appointed CEO and Board member effective October 1, 2025, with an annual base salary of $750,000 and RSU grants having aggregate grant-date values of $4.0 million, $5.0 million and $1.0 million that vest over two to three years. Former CEO Joshua Ballard resigned effective October 1, 2025 and will receive a $450,000 severance payment, COBRA health coverage for 12 months, accelerated vesting of 90,992 RSUs and transitional consulting through January 1, 2026.
Form 4 disclosure for USA Rare Earth, Inc. (USAR) shows pro rata, no-consideration distributions of common stock by two Bayshore-related entities on 09/15/2025. Bayshore Rare Earths II, LLC distributed 5,904,264 shares and Bayshore Rare Earths, LLC distributed 1,811,814 shares to their members under their LLC agreements. Following those distributions, certain related entities and individuals hold specified amounts: 59,011 shares to Bayshore, 326,318 to Bayshore MGR, 123,711 to BPF II GP, and 117,473 to Tready Smith. Bayshore Capital Advisors, LLC serves as adviser and the filings clarify voting and dispositive control arrangements and disclaimers of beneficial ownership by Ms. Smith, with the disclosures relying on Rule 16a-13 exemption for changes in form of ownership.
USA Rare Earth, Inc. (USARW) filings by Bayshore-related parties report combined beneficial ownership of 8,665,507 shares, equal to 8.89% of the 97,427,087 shares outstanding used for calculation. The filing breaks ownership across Bayshore Capital Advisors, LLC (8,510,961 shared voting/dispositive power; 8.74% by entity), Bayshore Rare Earths II, LLC (5,904,265 shared voting/dispositive power; 6.06%), Bayshore MGR, LLC (6,230,583 shared voting/dispositive power; 6.40%) and Tready A. Smith (37,073 sole power; total beneficial interest 8,665,507; 8.89%). The statements note a distribution in kind on September 15, 2025 transferring an aggregate of 7,716,078 shares from Bayshore Rare Earths II, LLC and an affiliated fund to members upon expiration of lock-up restrictions. All percentages are based on the Issuer's 97,427,087 shares outstanding as of August 4, 2025.