USA Rare Earth, Inc. (USAR) reports that investment entities affiliated with The Energy & Minerals Group have filed as beneficial owners of its Common Stock. EMG Fund V SVRE Holdings, LLC directly holds 29,223,081 shares of Common Stock, representing 7.8% of the class.
The ownership percentage is based on 375,076,567 shares outstanding as of September 3, 2026, as stated in a Registration Statement on Form S-3. The Common Stock is held through EMG Fund V SVRE Holdings, LLC, whose membership interests are owned, directly or indirectly, by several EMG funds. John T. Raymond, through control of the general partners of these funds, has sole voting and dispositive power over the shares held by EMG Fund V SVRE Holdings, LLC, while disclaiming beneficial ownership except to the extent of his pecuniary interest.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:29,223,081 sharesPercent of class:7.8%Shares outstanding:375,076,567 shares+3 more
6 metrics
Shares beneficially owned29,223,081 sharesCommon Stock of USA Rare Earth, Inc. held by EMG Fund V SVRE Holdings, LLC
Percent of class7.8%Beneficial ownership of USA Rare Earth Common Stock by the reporting persons
Shares outstanding375,076,567 sharesCommon Stock outstanding as of September 3, 2026, used to calculate ownership percentage
Shared voting power29,223,081 sharesShares over which the reporting persons have shared power to vote or direct the vote
Shared dispositive power29,223,081 sharesShares over which the reporting persons have shared power to dispose or direct disposition
CUSIP91733P107CUSIP number for USA Rare Earth, Inc. Common Stock, par value $0.0001 per share
"The ownership information presented below represents beneficial ownership of Common Stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerfinancial
"6 | Shared Voting Power 29,223,081.00"
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 powerfinancial
"8 | Shared Dispositive Power 29,223,081.00"
Schedule 13Gregulatory
"The information contained on the cover pages to this is incorporated"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Registration Statement on Form S-3regulatory
"as disclosed in the Issuer's Registration Statement on Form S-3 filed"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much of USA Rare Earth, Inc. (USAR) does the EMG group report owning?
The EMG-related reporting persons report beneficial ownership of 29,223,081 shares of USA Rare Earth, Inc. Common Stock, representing 7.8% of the outstanding class, based on 375,076,567 shares outstanding as of September 3, 2026.
Who directly holds the USA Rare Earth (USAR) shares reported in this Schedule 13G?
The 29,223,081 shares of USA Rare Earth Common Stock are held directly by EMG Fund V SVRE Holdings, LLC. Various EMG funds own, directly or indirectly, 100% of the membership interests in EMG Fund V SVRE Holdings, LLC.
What voting and dispositive power do the EMG entities have over USAR shares?
The reporting persons have 0 sole voting and dispositive power and 29,223,081 shares of shared voting and shared dispositive power over USA Rare Earth Common Stock, as reflected on the cover pages to the Schedule 13G.
What role does John T. Raymond have in the USA Rare Earth (USAR) ownership structure?
John T. Raymond, a U.S. citizen, is the 100% owner of the general partner of the general partner of each EMG fund listed and has sole voting and dispositive power over the Common Stock held by EMG Fund V SVRE Holdings, LLC, while disclaiming beneficial ownership except for his pecuniary interest.
On what share count is the 7.8% USAR ownership calculation based?
The 7.8% beneficial ownership of USA Rare Earth Common Stock is calculated using 375,076,567 shares outstanding as of September 3, 2026, as disclosed in a Registration Statement on Form S-3 filed on September 4, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
USA Rare Earth, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
91733P107
(CUSIP Number)
09/03/2026
(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
EMG Fund V SVRE Holdings, 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
29,223,081.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
29,223,081.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
29,223,081.00
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)
7.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
CUSIP Number(s):
91733P107
1
Names of Reporting Persons
The Energy & Minerals Group Fund V, LP
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
29,223,081.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
29,223,081.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
29,223,081.00
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)
7.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
91733P107
1
Names of Reporting Persons
EMG Fund V Offshore, LP
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
29,223,081.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
29,223,081.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
29,223,081.00
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)
7.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
91733P107
1
Names of Reporting Persons
The Energy & Minerals Group Fund V Accordion, LP
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
29,223,081.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
29,223,081.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
29,223,081.00
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)
7.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
91733P107
1
Names of Reporting Persons
EMG Fund V Accordion Offshore, LP
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
29,223,081.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
29,223,081.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
29,223,081.00
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)
7.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
91733P107
1
Names of Reporting Persons
John T. Raymond
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
29,223,081.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
29,223,081.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
29,223,081.00
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)
7.8 %
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:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
EMG Fund V SVRE Holdings, LLC
The Energy & Minerals Group Fund V, LP
EMG Fund V Offshore, LP
The Energy & Minerals Group Fund V Accordion, LP
EMG Fund V Accordion Offshore, LP
John T. Raymond
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 2229 San Felipe St., Suite 1300 Houston, Texas 77019.
(c)
Citizenship:
Mr. Raymond is a citizen of the United States. Each of the remaining Reporting Persons are organized under the laws of Delaware.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP Number(s):
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:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4.
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of the date of this filing, based upon 375,076,567 shares of Common Stock outstanding as of September 3, 2026, as disclosed in the Issuer's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on September 4, 2026.
The Common Stock reported herein is held directly by EMG Fund V SVRE Holdings, LLC. The Energy & Minerals Group Fund V, LP, EMG Fund V Offshore, LP, The Energy & Minerals Group Fund V Accordion, LP and EMG Fund V Accordion Offshore, LP own, directly, or indirectly, 100% of the membership interests in EMG Fund V SVRE Holdings, LLC. John T. Raymond, the 100% owner of the general partner of the general partner of each of The Energy & Minerals Group Fund V, LP, EMG Fund V Offshore, LP, The Energy & Minerals Group Fund V Accordion, LP and EMG Fund V Accordion Offshore, LP, has sole voting and dispositive power with respect to the Common Stock held by EMG Fund V SVRE Holdings, LLC. Mr. Raymond disclaims beneficial ownership of the Common Stock held by EMG Fund V SVRE Holdings, LLC, except to the extent of his pecuniary interest therein.
(b)
Percent of class:
See the information contained on the cover pages to this Schedule 13G.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See the information contained on the cover pages to this Schedule 13G.
(ii) Shared power to vote or to direct the vote:
See the information contained on the cover pages to this Schedule 13G.
(iii) Sole power to dispose or to direct the disposition of:
See the information contained on the cover pages to this Schedule 13G.
(iv) Shared power to dispose or to direct the disposition of:
See the information contained on the cover pages to this Schedule 13G.
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 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.
EMG Fund V SVRE Holdings, LLC
Signature:
/s/ Laura Tyson
Name/Title:
Laura Tyson, Chief Operating Officer and General Counsel
Date:
09/11/2026
The Energy & Minerals Group Fund V, LP
Signature:
By: EMG Fund V GP, LP, its general partner, By: EMG Fund V, LLC, its general partner, /s/ Laura Tyson
Name/Title:
Laura Tyson, Chief Operating Officer and General Counsel
Date:
09/11/2026
EMG Fund V Offshore, LP
Signature:
By: EMG Fund V GP, LP, its general partner, By: EMG Fund V, LLC, its general partner, /s/ Laura Tyson
Name/Title:
Laura Tyson, Chief Operating Officer and General Counsel
Date:
09/11/2026
The Energy & Minerals Group Fund V Accordion, LP
Signature:
By: EMG Fund V GP, LP, its general partner, By: EMG Fund V, LLC, its general partner, /s/ Laura Tyson
Name/Title:
Laura Tyson, Chief Operating Officer and General Counsel
Date:
09/11/2026
EMG Fund V Accordion Offshore, LP
Signature:
By: EMG Fund V GP, LP, its general partner, By: EMG Fund V, LLC, its general partner, /s/ Laura Tyson
Name/Title:
Laura Tyson, Chief Operating Officer and General Counsel
