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 Michael F. Senft exercised restricted stock unit awards into common stock. On May 20, 2026, RSUs covering a total of 30,483 shares vested and were converted into common shares, with no sales reported. Following these transactions, he holds 30,483 common shares directly.
USA Rare Earth, Inc. director Mordechai Zev Gutnick exercised restricted stock units into common shares. He acquired a total of 30,483 shares of common stock at $22.57 per share through two exercises of 12,284 and 18,199 shares. The related restricted stock units fully vested on May 20, 2026 and now show zero remaining balance. Following these transactions, he holds 30,483 common shares directly and an additional 15,550,262 common shares are reported as held indirectly by the Critical Minerals Trust, where he serves as trustee and disclaims beneficial ownership except to the extent of his pecuniary interest.
USA Rare Earth, Inc. director Otto C. Schwethelm exercised restricted stock units that fully vested on May 20, 2026, receiving a total of 30,483 shares of common stock. These awards converted at a reference price of $22.57 per share, and the underlying RSU balances were reduced to zero, with no shares sold in these transactions.
USA Rare Earth, Inc. director Carolyn Trabuco converted previously granted equity awards into common stock. On May 20, 2026, she exercised restricted stock units in two blocks of 12,284 and 18,199 units, receiving a total of 30,483 shares of common stock.
The filing describes these as derivative exercises rather than open-market purchases or sales. Footnotes state the restricted stock units fully vested on that date and that each unit entitled her to receive one share of common stock at settlement, reflecting routine compensation-related vesting.
USA Rare Earth, Inc. director Paul J. Kern reported acquiring shares through an earnout arrangement. On May 15, 2026, he received a grant of 11,211 shares of common stock at a price of $0.00 per share. This was tied to the satisfaction of “Trigger Event II,” with his right to these additional shares having become fixed upon the closing of the business combination on March 13, 2025. After these transactions, Kern directly holds 190,246 shares of common stock and no remaining “Earnout Right to Common Stock” derivatives related to this block.
USA Rare Earth, Inc. director Mordechai Zev Gutnick reported indirect acquisitions tied to an earnout arrangement. Critical Minerals Trust, of which he is trustee, exercised an Earnout Right to Common Stock for 939,618 shares at a price of $0.0000 per share and received an equal number of common shares.
Following these transactions, the trust holds 15,550,262 shares of common stock indirectly attributed to Gutnick. A footnote states that Trigger Event II was satisfied on May 15, 2026, and that the right to receive additional shares became fixed upon the business combination closing on March 13, 2025. Gutnick disclaims beneficial ownership of the trust’s securities except to the extent of his pecuniary interest.
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.