Alyeska group discloses 4.61% USA Rare Earth (USAR) stake in Schedule 13G/A

Rhea-AI Filing Summary

Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and Anand Parekh report beneficial ownership of USA Rare Earth, Inc. common stock on a Schedule 13G/A. They collectively report 11,290,321 shares of common stock, representing 4.61% of the class as of June 30, 2026.

The filing states no sole voting or dispositive power and shared voting and dispositive power over all 11,290,321 shares. The ownership is now reported as 5 percent or less of the class. The parties make a joint filing under Rule 13d-1(k).

Key Figures

Beneficially owned shares: 11,290,321 shares Percent of class: 4.61% Shared voting power: 11,290,321 shares +2 more

5 metrics

Beneficially owned shares 11,290,321 shares Common stock of USA Rare Earth, Inc. reported by the Alyeska group

Percent of class 4.61% Portion of USA Rare Earth, Inc. common stock beneficially owned

Shared voting power 11,290,321 shares Shares over which the filers share power to vote or direct the vote

Sole voting power 0 shares Shares over which the filers have sole power to vote or direct the vote

Shared dispositive power 11,290,321 shares Shares over which the filers share power to dispose or direct disposition

Key Terms

beneficially owned, shared voting power, shared dispositive power, Ownership of 5 percent or less of a class, +2 more

6 terms

beneficially owned financial

"Item 4. | Ownership (a) | Amount beneficially owned: 11,290,321"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"Shared Voting Power 11,290,321.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 11,290,321.00"

Ownership of 5 percent or less of a class regulatory

"Item 5. | Ownership of 5 Percent or Less of a Class."

JOINT FILING STATEMENT regulatory

"Exhibit Information JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)"

Rule 13d-1(k) regulatory

"JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)"

FAQ

What percentage of USA Rare Earth, Inc. (USAR) does Alyeska report owning?

Alyeska and related filers report beneficial ownership of 4.61% of USA Rare Earth, Inc. common stock. This represents 11,290,321 shares and is disclosed as ownership of 5 percent or less of the class as of June 30, 2026.

How many USA Rare Earth (USAR) shares does Alyeska beneficially own?

The group reports beneficial ownership of 11,290,321 USA Rare Earth, Inc. common shares. All of these shares are subject to shared voting and dispositive power, with no sole voting or sole dispositive power reported by any of the filers.

Who are the reporting persons in this USA Rare Earth (USAR) Schedule 13G/A?

The reporting persons are Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and Anand Parekh. They file jointly, as confirmed by a Joint Filing Statement pursuant to Rule 13d-1(k) included as an exhibit to the Schedule 13G/A.

What voting power over USA Rare Earth (USAR) shares does Alyeska report?

The filers report 0 shares with sole voting power and 11,290,321 shares with shared voting power. They also report no sole dispositive power and shared dispositive power over the same 11,290,321 common shares of USA Rare Earth, Inc.

What does “Ownership of 5 percent or less” mean in this USAR Schedule 13G/A?

The Schedule 13G/A marks the item for Ownership of 5 percent or less of a class, indicating the filers’ beneficial ownership in USA Rare Earth, Inc. common stock is now reported at 4.61% of the outstanding shares of that class.

Where is the principal business office of the USA Rare Earth (USAR) reporting group?

The principal business office for Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and Anand Parekh is 77 West Wacker Drive, 7th Floor, Chicago, IL 60601, as disclosed in the Schedule 13G/A filed regarding USA Rare Earth, Inc.

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Available on EDGAR 08/14/2026 - 04:26 PM Accepted by SEC EDGAR 08/14/2026 - 04:19 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

USA RARE EARTH, INC.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

91733P107

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 91733P107

1

Names of Reporting Persons

Alyeska Investment Group, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 11,290,321.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,290,321.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,290,321.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.61 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s): 91733P107

1

Names of Reporting Persons

Alyeska Fund GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 11,290,321.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,290,321.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,290,321.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.61 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 91733P107

1

Names of Reporting Persons

Anand Parekh

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 11,290,321.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,290,321.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,290,321.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.61 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: USA RARE EARTH, INC.
(b)	Address of issuer's principal executive offices: 100 W Airport Road, Stillwater, OK 74075
Item 2.
(a)	Name of person filing: (i) Alyeska Investment Group, L.P. (ii) Alyeska Fund GP, LLC (iii) Anand Parekh
(b)	Address or principal business office or, if none, residence: (i) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601 (ii) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601 (iii) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601
(c)	Citizenship: (i) Alyeska Investment Group, L.P. - Delaware (ii) Alyeska Fund GP, LLC - Delaware (iii) Anand Parekh - United States of America
(d)	Title of class of securities: Common Stock, par value $0.0001
(e)	CUSIP No.: 91733P107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 11,290,321
(b)	Percent of class: 4.61%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 11,290,321
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 11,290,321
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Alyeska Investment Group, L.P.

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	08/14/2026

Alyeska Fund GP, LLC

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	08/14/2026

Anand Parekh

Signature:	Anand Parekh
Name/Title:	Anand Parekh | Self
Date:	08/14/2026

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.