USA Rare Earth, Inc. (USAR) reports that a group of investment entities affiliated with Denham Capital, including Serra Verde Rare Earths Ltd. and MVB Investment Holdings LLC, has filed as a beneficial owner of a significant block of its common stock on a Schedule 13G.
Serra Verde directly holds 46,809,526 shares of common stock, while MVB directly holds 152,640 shares46,962,166 shares, or about 12.5% of the 375,076,567 shares outstanding as of September 3, 2026. The group reports shared voting and dispositive power over these shares and no sole voting or dispositive power. Certain managers of Denham Mining GP LLC disclaim beneficial ownership under a "rule of three" analysis.
Positive
None.
Negative
None.
Key Figures
Shares directly held by Serra Verde Rare Earths Ltd.:46,809,526 sharesShares beneficially owned by MVB and upstream entities:46,962,166 sharesDirect holdings of MVB Investment Holdings LLC:152,640 shares+2 more
5 metrics
Shares directly held by Serra Verde Rare Earths Ltd.46,809,526 sharesUSA Rare Earth common stock directly held as of the reporting date
Shares beneficially owned by MVB and upstream entities46,962,166 sharesCombination of Serra Verde’s 46,809,526 shares and 152,640 shares held by MVB
Direct holdings of MVB Investment Holdings LLC152,640 sharesUSA Rare Earth common stock directly held by MVB
Beneficial ownership percentage12.5%Approximate percentage of USA Rare Earth common stock beneficially owned by each Reporting Person
Shares outstanding375,076,567 sharesUSA Rare Earth common stock outstanding as of September 3, 2026
"has filed as a beneficial owner of a significant block of its common stock on a 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 ownerfinancial
"may be deemed the beneficial owner of 46,809,526 shares of Common Stock"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerfinancial
"Shared Voting Power 46,809,526.00"
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.
dispositive powerfinancial
"Shared Dispositive Power 46,809,526.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
rule of threeregulatory
"in reliance on the "rule of three," each disclaims beneficial ownership"
parent holding companyregulatory
"If a parent holding company has filed this schedule, pursuant to (ii)(G)"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of USA Rare Earth (USAR) shares do the Denham-affiliated Reporting Persons own?
The Reporting Persons may be deemed to beneficially own approximately 12.5% of USA Rare Earth’s common stock, based on 46,962,166 shares they report against 375,076,567 shares outstanding as of September 3, 2026.
How many USA Rare Earth (USAR) shares are directly held by Serra Verde Rare Earths Ltd.?
Serra Verde Rare Earths Ltd. may be deemed the beneficial owner of 46,809,526 shares of USA Rare Earth common stock, which it directly holds, with shared voting and dispositive power reported over these shares.
How many USA Rare Earth (USAR) shares are directly held by MVB Investment Holdings LLC?
MVB Investment Holdings LLC directly holds 152,640 shares of USA Rare Earth common stock. Together with Serra Verde’s holdings, entities up the ownership chain may be deemed to beneficially own 46,962,166 shares.
What is the total number of USA Rare Earth (USAR) shares outstanding used in the 13G calculation?
The beneficial ownership percentage is calculated using 375,076,567 shares of USA Rare Earth common stock outstanding as of September 3, 2026, as reported in a Form S-3 filed on September 4, 2026.
Do the Denham-affiliated Reporting Persons have sole or shared voting power over USA Rare Earth (USAR) shares?
Each Reporting Person reports 0 shares with sole voting or dispositive power and 46,809,526–46,962,166 shares with shared voting and dispositive power, reflecting the indirect ownership chain above Serra Verde and MVB.
Which entities are included as Reporting Persons in the USA Rare Earth (USAR) Schedule 13G?
The Schedule 13G is filed on behalf of Serra Verde Rare Earths Ltd., MVB Investment Holdings LLC, Pembroke Resources II Holdings (Cayman) LLC, Denham Mining Fund LP, Denham Mining GP LP, and Denham Mining GP LLC.
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
Serra Verde Rare Earths Ltd.
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
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
46,809,526.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
46,809,526.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
46,809,526.00
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)
12.5 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
91733P107
1
Names of Reporting Persons
MVB Investment 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
46,962,166.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
46,962,166.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
46,962,166.00
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)
12.5 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP Number(s):
91733P107
1
Names of Reporting Persons
Pembroke Resources II Holdings (Cayman) 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
46,962,166.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
46,962,166.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
46,962,166.00
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)
12.5 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP Number(s):
91733P107
1
Names of Reporting Persons
Denham Mining Fund 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
46,962,166.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
46,962,166.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
46,962,166.00
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)
12.5 %
12
Type of Reporting Person (See Instructions)
PN, HC
SCHEDULE 13G
CUSIP Number(s):
91733P107
1
Names of Reporting Persons
Denham Mining GP 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
46,962,166.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
46,962,166.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
46,962,166.00
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)
12.5 %
12
Type of Reporting Person (See Instructions)
PN, HC
SCHEDULE 13G
CUSIP Number(s):
91733P107
1
Names of Reporting Persons
Denham Mining 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
46,962,166.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
46,962,166.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
46,962,166.00
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)
12.5 %
12
Type of Reporting Person (See Instructions)
OO, HC
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:
This Schedule 13G is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(i) Serra Verde Rare Earths Ltd.;
(ii) MVB Investment Holdings LLC;
(iii) Pembroke Resources II Holdings (Cayman) LLC;
(iv) Denham Mining Fund LP;
(v) Denham Mining GP LP; and
(vi) Denham Mining GP LLC.
This Schedule 13G relates to shares of Common Stock directly held by Serra Verde Rare Earths Ltd. and MVB Investment Holdings LLC. Serra Verde Rare Earths Ltd. is majority owned by MVB Investment Holdings LLC, whose sole owner is Pembroke Resources II Holdings (Cayman) LLC, whose sole owner is Denham Mining Fund LP. The general partner of Denham Mining Fund LP is Denham Mining GP LP, whose general partner is Denham Mining GP LLC. Each of Stuart D. Porter, Carl J. Tricoli, and Robert G. Still is a manager and director of Denham Mining GP LLC, but, in reliance on the "rule of three," each disclaims beneficial ownership over the shares of Common Stock directly held by Serra Verde Rare Earths Ltd. and MVB Investment Holdings LLC.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o Denham Capital Management LP, 185 Dartmouth Street, 7th Floor, Boston, MA 02116.
(c)
Citizenship:
(i) Serra Verde Rare Earths Ltd. is a company incorporated and existing under the laws of the British Virgin Islands;
(ii) MVB Investment Holdings LLC is a Delaware limited liability company;
(iii) Pembroke Resources II Holdings (Cayman) LLC is a Cayman Islands limited liability company;
(iv) Denham Mining Fund LP is a Cayman Islands limited partnership;
(v) Denham Mining GP LP is a Cayman Islands limited partnership; and
(vi) Denham Mining GP LLC is a Cayman Islands limited liability company.
(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:
As of the date hereof, Serra Verde Rare Earths Ltd. may be deemed the beneficial owner of 46,809,526 shares of Common Stock that it directly holds.
As of the date hereof, each of MVB Investment Holdings LLC, Pembroke Resources II Holdings (Cayman) LLC, Denham Mining Fund LP, Denham Mining GP LP, and Denham Mining GP LLC may be deemed the beneficial owner of 46,962,166 shares of Common Stock consisting of (i) 46,809,526 shares of Common Stock that are directly held by Serra Verde Rare Earths Ltd. and (ii) 152,640 shares of Common Stock that are directly held by MVB Investment Holdings LLC.
Based on the relationships described herein, each of the Reporting Persons may be deemed to share beneficial ownership over the 46,809,526 shares of Common Stock directly held by Serra Verde Rare Earths Ltd., and each of MVB Investment Holdings LLC, Pembroke Resources II Holdings (Cayman) LLC, Denham Mining Fund LP, Denham Mining GP LP, and Denham Mining GP LLC may be deemed to share beneficial ownership over the 152,640 shares of Common Stock directly held by MVB Investment Holdings LLC.
(b)
Percent of class:
As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of approximately 12.5% of the shares of Common Stock outstanding. This percentage is based on 375,076,567 shares of Common Stock outstanding as of September 3, 2026, as reported in the Form S-3 the Issuer filed on September 4, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(i) Serra Verde Rare Earths Ltd.: 0
(ii) MVB Investment Holdings LLC: 0
(iii) Pembroke Resources II Holdings (Cayman) LLC: 0
(iv) Denham Mining Fund LP: 0
(v) Denham Mining GP LP: 0
(vi) Denham Mining GP LLC: 0
(ii) Shared power to vote or to direct the vote:
(i) Serra Verde Rare Earths Ltd.: 46,809,526
(ii) MVB Investment Holdings LLC: 46,962,166
(iii) Pembroke Resources II Holdings (Cayman) LLC: 46,962,166
(iv) Denham Mining Fund LP: 46,962,166
(v) Denham Mining GP LP: 46,962,166
(vi) Denham Mining GP LLC: 46,962,166
(iii) Sole power to dispose or to direct the disposition of:
(i) Serra Verde Rare Earths Ltd.: 0
(ii) MVB Investment Holdings LLC: 0
(iii) Pembroke Resources II Holdings (Cayman) LLC: 0
(iv) Denham Mining Fund LP: 0
(v) Denham Mining GP LP: 0
(vi) Denham Mining GP LLC: 0
(iv) Shared power to dispose or to direct the disposition of:
(i) Serra Verde Rare Earths Ltd.: 46,809,526
(ii) MVB Investment Holdings LLC: 46,962,166
(iii) Pembroke Resources II Holdings (Cayman) LLC: 46,962,166
(iv) Denham Mining Fund LP: 46,962,166
(v) Denham Mining GP LP: 46,962,166
(vi) Denham Mining GP LLC: 46,962,166
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.
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.
The response to Item 2(a) is incorporated herein by reference.
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.
Serra Verde Rare Earths Ltd.
Signature:
/s/ Anthony Fiore
Name/Title:
Anthony Fiore, Director
Date:
09/11/2026
MVB Investment Holdings LLC
Signature:
/s/ Anthony Fiore
Name/Title:
Anthony Fiore, Vice President & Secretary, Manager on the Board of Managers
Date:
09/11/2026
Pembroke Resources II Holdings (Cayman) LLC
Signature:
/s/ Anthony Fiore
Name/Title:
Anthony Fiore, Vice President & Secretary, Managing Director
Date:
09/11/2026
Denham Mining Fund LP
Signature:
/s/ Anthony Fiore
Name/Title:
Anthony Fiore, Managing Director of Denham Mining GP LLC, general partner of Denham Mining GP LP, general partner of Denham Mining Fund LP
Date:
09/11/2026
Denham Mining GP LP
Signature:
/s/ Anthony Fiore
Name/Title:
Anthony Fiore, Managing Director of Denham Mining GP LLC, general partner of Denham Mining GP LP
Date:
09/11/2026
Denham Mining GP LLC
Signature:
/s/ Anthony Fiore
Name/Title:
Anthony Fiore, Managing Director
Date:
09/11/2026
Exhibit Information
Exhibit 1: Joint Filing Agreement, dated September 11, 2026
