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. 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.
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.