Every S-3 that USA Rare Earth Inc (USAR) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A S-3 covers the shelf registration that lets an established company sell over time, so if you follow USAR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full USAR filings page.
USA Rare Earth, Inc. (USAR) has filed a Form S-3 to register a secondary offering of up to 126,476,950 shares of common stock for resale by existing selling stockholders. These “Resale Shares” were issued as part of the acquisition of SVRE Holdings Ltd. (Serra Verde) and represent about 33.7% of USAR’s 375,076,567 shares of common stock outstanding as of September 3, 2026. USAR will not receive any proceeds from the sale of these shares.
The Serra Verde acquisition closed on September 3, 2026 for $300 million in cash plus 126,849,307 USAR shares, giving USAR full ownership of the Pela Ema rare earth mine and processing plant in Brazil. Separately, USAR has a financing package with the U.S. Department of Commerce that includes up to $277.0 million of direct funding and a $1.3 billion loan guarantee, alongside equity issued to the DOC and a warrant. The filing highlights that large potential resales, particularly as lock-ups on many shares expire in December 2026 and March 2027, could increase trading volatility or pressure the stock price.
USA Rare Earth, Inc. (USAR) filed a shelf registration statement on Form S-3 to register up to $1,250,000,000 of common stock, preferred stock, debt securities, warrants, rights and units that it may offer and sell from time to time using prospectus supplements.
The company describes itself as building a fully integrated rare earth and permanent magnet value chain across the United States, Brazil and the United Kingdom, from mining through alloy production to neodymium magnet manufacturing for sectors including aerospace and defense, semiconductors and energy. USAR recently completed the acquisition of Serra Verde, providing ownership of the Pela Ema rare earth mine and processing plant in Goiás, Brazil, in exchange for $300,000,000 in cash and 126,849,307 USAR common shares.
USAR also outlines a financing arrangement with the U.S. Department of Commerce that includes a Direct Funding Agreement with a maximum award of $277.0 million and a Loan Guarantee Agreement supporting up to $1.3 billion in Federal Financing Bank advances, alongside the issuance of 16,132,790 common shares and a warrant for 17,600,584 shares at an exercise price of $17.17 per share. Unless specified otherwise in a prospectus supplement, net proceeds from any offerings will be used for general corporate purposes, including potential debt repayment and capital expenditures.
USA Rare Earth, Inc. registers up to 93,822,662 shares of Common Stock for resale by selling stockholders, including institutional PIPE and merger counterparties.
The registration also covers a primary issuance of up to 27,514,143 shares of Common Stock (estimates of shares issuable upon exercise of Preferred Investor Warrants and conversion of Series A Preferred Stock). The filing states the Company would receive proceeds only if Preferred Investor Warrants are cash‑exercised, which assuming full cash exercise would total approximately $17.1 million.
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.