Alyeska discloses 5.88% USA Rare Earth (USAR) ownership stake

Rhea-AI Filing Summary

Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh report beneficial ownership of 7,797,613 shares of USA Rare Earth, Inc., equal to 5.88% of its common stock. All reported shares are held with shared voting and dispositive power, with no sole power reported.

The ownership is reported on a Schedule 13G/A (Amendment No. 2) as of December 31, 2025, and is certified as acquired and held in the ordinary course of business, not for the purpose of changing or influencing control of the company.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

USA RARE EARTH, INC.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

91733P107

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 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 7,797,613.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,797,613.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,797,613.00

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)

5.88 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 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 7,797,613.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,797,613.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,797,613.00

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)

5.88 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 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 7,797,613.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,797,613.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,797,613.00

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)

5.88 %

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: 7,797,613
(b)	Percent of class: 5.88%
(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: 7,797,613
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 7,797,613
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:	02/17/2026

Alyeska Fund GP, LLC

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	02/17/2026

Anand Parekh

Signature:	Anand Parekh
Name/Title:	Anand Parekh | Self
Date:	02/17/2026

Exhibit Information

The reporting persons are the beneficial owners of 7,797,613 common shares of the Issuer. The percentage of beneficial ownership is based on 132,638,561 shares of the registrant's common stock outstanding as reported on the Issuer's Prospectus filed with the Securities and Exchange Commission on November 6, 2025. 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.

FAQ

What stake in USA Rare Earth (USAR) does Alyeska report in this Schedule 13G/A?

Alyeska and related reporting persons report beneficial ownership of 7,797,613 USA Rare Earth common shares, representing 5.88% of the outstanding class. This stake is held with shared voting and dispositive power, with no sole voting or dispositive authority reported.

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

The filing lists three reporting persons: Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and Anand Parekh. Alyeska entities are organized in Delaware, while Anand Parekh is a citizen of the United States, all sharing voting and dispositive power over the reported shares.

How many USA Rare Earth (USAR) shares are outstanding according to this filing?

The exhibit states that USA Rare Earth has 132,638,561 common shares outstanding. This figure comes from the company’s prospectus filed on November 6, 2025, and is used to calculate Alyeska’s reported 5.88% beneficial ownership of 7,797,613 shares.

Does Alyeska intend to influence control of USA Rare Earth (USAR) based on this filing?

The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. It also notes they are not held in connection with any transaction intended to have that control-changing effect.

What is the reference date for the beneficial ownership in this USA Rare Earth (USAR) filing?

The reported beneficial ownership of 7,797,613 USA Rare Earth shares, or 5.88% of the class, is as of December 31, 2025. That date is identified as the event requiring the submission of this amended Schedule 13G/A statement.

What type of SEC filing is used to report this USA Rare Earth (USAR) ownership?

The ownership is reported on a Schedule 13G/A (Amendment No. 2). This form is used to disclose beneficial ownership of more than 5% of a class of registered equity securities when the holdings are kept in the ordinary course, without a control intent.