USA Rare Earth Inc. Schedule 13G: State Street Corporation reports beneficial ownership of 12,065,804 shares of Common Stock, representing 5.5% of the class as of 03/31/2026. The filing shows shared voting power 11,777,605 shares and shared dispositive power 12,065,804.
The report lists affiliated entities (e.g., SSGA Funds Management, Inc., State Street Bank and Trust Company, and several State Street global advisors) as holders of the position. The signature is dated 05/12/2026.
Positive
None.
Negative
None.
Insights
Large passive stake flagged for context; ownership is below control thresholds.
State Street reports 12,065,804 shares (5.5%) as beneficially owned as of 03/31/2026. This stake meets the SEC reporting threshold for a passive institutional filer and is disclosed here under Schedule 13G conventions.
Holding is material enough to appear on the register but below common control levels; subsequent filings may show changes if dispositions or acquisitions occur.
Voting and dispositive power are largely shared across State Street affiliates.
The filing attributes shared voting power 11,777,605 and shared dispositive power 12,065,804, indicating custody/agency arrangements among affiliated entities named in Item 7. Several State Street advisory and trust entities are listed.
These classifications affect how the position can be exercised; look to future filings for any shift to sole power or group reclassification.
Key Figures
Beneficial ownership:12,065,804 sharesPercent of class:5.5%Shared voting power:11,777,605 shares+3 more
6 metrics
Beneficial ownership12,065,804 sharesAmount beneficially owned as reported in Item 4
Percent of class5.5%Percent of common stock as reported in Item 4
Shared voting power11,777,605 sharesShared power to vote as reported in Item 4
Shared dispositive power12,065,804 sharesShared power to dispose as reported in Item 4
Reporting period03/31/2026Effective date referenced at top of the filing
Signature date05/12/2026Date on signature block by Elizabeth Schaefer
Key Terms
Schedule 13G, Beneficial ownership, Shared dispositive power, Shared voting power
4 terms
Schedule 13Gregulatory
"Item 1(a) Name of issuer: USA RARE EARTH INC; form header shows SCHEDULE 13G"
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.
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 dispositive powerregulatory
"Item 4. (iv) Shared power to dispose or to direct the disposition of: 12,065,804"
Shared voting powerregulatory
"Item 4. (ii) Shared power to vote or to direct the vote: 11,777,605"
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.
What stake does State Street hold in USA Rare Earth Inc. (USAR)?
State Street reports beneficial ownership of 12,065,804 shares, equal to 5.5% of the outstanding common stock as of 03/31/2026. The filing classifies the position as held with shared voting and dispositive power across State Street entities.
Does the Schedule 13G show who controls the voting of these USAR shares?
The filing shows shared voting power of 11,777,605 shares and shared dispositive power of 12,065,804 shares. Multiple State Street affiliates are named, indicating custody or advisory arrangements rather than sole voting control.
Which State Street entities are identified in the USAR 13G filing?
Named affiliates include SSGA Funds Management, Inc., State Street Bank and Trust Company, and several State Street Global Advisors entities. These entities are listed in Item 7 as holding or managing the reported position on behalf of clients.
What dates are relevant in the USAR Schedule 13G filed by State Street?
The position is reported as of 03/31/2026 and the signature block is dated 05/12/2026. The ownership and power counts in Item 4 correspond to the 03/31/2026 reporting date.
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
(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
STATE STREET CORPORATION
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
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,777,605.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,065,804.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,065,804.00
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)
5.5 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
USA RARE EARTH INC
(b)
Address of issuer's principal executive offices:
100 W AIRPORT RD, STILLWATER, OKLAHOMA, 74075
Item 2.
(a)
Name of person filing:
STATE STREET CORPORATION;
(b)
Address or principal business office or, if none, residence:
ONE CONGRESS STREET, SUITE 1, BOSTON MA 02114, UNITED STATES
(c)
Citizenship:
MA
(d)
Title of class of securities:
COMMON STOCK
(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:
12065804.00
(b)
Percent of class:
5.5 %
(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:
11,777,605
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
12,065,804
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
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.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
SSGA FUNDS MANAGEMENT, INC. (IA);STATE STREET BANK AND TRUST COMPANY (BK);STATE STREET GLOBAL ADVISORS EUROPE LIMITED (IA);STATE STREET GLOBAL ADVISORS LIMITED (IA);STATE STREET GLOBAL ADVISORS TRUST COMPANY (IA);STATE STREET GLOBAL ADVISORS, LTD. (IA);
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
NOT APPLICABLE
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
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.
