Alyeska Reports 16.57M Shares (7.60%) in USA Rare Earth

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.

Rhea-AI Filing Summary

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.

Insights

Institutional Ownership Analyst

Alyeska holds a meaningful 7.60% stake in USAR as of the stated date.

The filing reports 16,570,777 shares beneficially owned as of March 31, 2026, split between 5,405,777 existing shares and 11,165,000 from a private placement. The total outstanding share base is cited as 217,976,175 in the company's Form 10-K dated March 30, 2026.

Voting and dispositive power are reported as shared by the reporting persons; cash‑flow treatment or resale plans are not described in the excerpt. Subsequent filings would show any changes to this position.

Corporate Governance Specialist

Filing clarifies control relationships and a disclaimer by an executive linked to Alyeska.

The statement attributes voting and investment control over certain holdings to Alyeska Investment Group, L.P. and notes that Anand Parekh may be deemed a beneficial owner but expressly disclaims beneficial ownership. The joint filing language indicates coordinated reporting under Rule 13d-1(k).

This filing is informational about ownership structure; it does not state any transaction intent, agreements, or plans that would change governance or control beyond the disclosed percentages and relationships.

Key Figures

Beneficial ownership: 16,570,777 shares Percent of class: 7.60% Private placement shares: 11,165,000 shares +2 more

5 metrics

Beneficial ownership 16,570,777 shares as of March 31, 2026

Percent of class 7.60% based on Form 10-K share count

Private placement shares 11,165,000 shares acquired in a private placement (part of total holdings)

Previously held shares 5,405,777 shares part of the 16,570,777 total

Shares outstanding 217,976,175 shares per Form 10-K dated March 30, 2026

Key Terms

Schedule 13G/A, beneficially own, shared dispositive power

3 terms

Schedule 13G/A regulatory

"Heading and filing type indicating beneficial ownership amendment"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

beneficially own regulatory

"Reporting Persons beneficially own 16,570,777 shares of Common Stock"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

shared dispositive power regulatory

"Shared Dispositive Power 16,570,777.00 is listed in the ownership table"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Alyeska report in USA Rare Earth (USAR)?

Alyeska reports beneficial ownership of 16,570,777 shares (7.60%). The filing states this total as of March 31, 2026, comprised of 5,405,777 shares and 11,165,000 shares from a private placement.

How many USA Rare Earth shares were outstanding per the filing?

Shares outstanding are 217,976,175 as cited from the Form 10-K dated March 30, 2026. That figure is used in the filing to calculate the 7.60% ownership stake reported.

Who exercises voting and investment control over the reported shares?

Alyeska Investment Group, L.P. is reported to exercise voting and investment control over shares held by Alyeska Master Fund, L.P. The filing specifies shared voting and dispositive power of 16,570,777 shares.

Does Anand Parekh claim beneficial ownership of the shares?

The filing states Anand Parekh may be deemed a beneficial owner but explicitly disclaims beneficial ownership. The joint filing also confirms coordinated reporting under Rule 13d-1(k).

What is the composition of the 16,570,777 shares reported?

The filing breaks the total into 5,405,777 shares of Common Stock and 11,165,000 shares acquired in a private placement. Those component figures are stated in the exhibit information section.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 04:50 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

USA RARE EARTH, INC.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

91733P107

(CUSIP Number)

03/31/2026

(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 16,570,777.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 16,570,777.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

16,570,777.00

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)

7.60 %

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 16,570,777.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 16,570,777.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

16,570,777.00

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)

7.60 %

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 16,570,777.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 16,570,777.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

16,570,777.00

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)

7.60 %

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: 16,570,777
(b)	Percent of class: 7.60%
(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: 16,570,777
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 16,570,777
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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:	05/15/2026

Alyeska Fund GP, LLC

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	05/15/2026

Anand Parekh

Signature:	Anand Parekh
Name/Title:	Anand Parekh | Self
Date:	05/15/2026

Exhibit Information

As of March 31, 2026, the Reporting Persons beneficially own 16,570,777 shares of Common Stock, consisting of (i) 5,405,777 shares of Common Stock and (ii) 11,165,000 shares acquired in a private placement. The number of shares of Common Stock outstanding (217,976,175) is based on the Form 10-K dated March 30, 2026. Position held by Alyeska Master Fund, L.P. Alyeska Investment Group, L.P., as investment manager, exercises voting and investment control over the shares held by Alyeska Master Fund, L.P. Anand Parekh, as Chief Executive Officer of Alyeska Investment Group, L.P., may be deemed the beneficial owner of such shares. Mr. Parekh disclaims beneficial ownership of such shares. 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.