BlackRock (USAR) discloses 12.85M-share, 5.9% passive stake (Schedule 13G)

Rhea-AI Filing Summary

BlackRock, Inc. reported beneficial ownership of 12,850,199 shares of USA Rare Earth, Inc. Class A common stock. The filing states this holding represents 5.9% of the class as of 03/31/2026 and discloses sole voting power for 12,625,734 shares and sole dispositive power for 12,850,199 shares. The Schedule 13G was signed by Spencer Fleming on 04/27/2026.

Insights

Institutional Ownership Analyst

BlackRock holds a passive >5% stake in USA Rare Earth, disclosed via Schedule 13G.

BlackRock's 12,850,199 share position equals 5.9% of Class A stock per the filing dated 03/31/2026. The filing lists sole voting and dispositive powers for substantially the same share count among Reporting Business Units.

As a passive 13G holder, BlackRock's disclosure signals sizable institutional ownership but does not imply active control; subsequent filings would show any change in intent or voting posture.

Key Figures

Shares beneficially owned: 12,850,199 shares Percent of class: 5.9% Sole voting power: 12,625,734 shares +3 more

6 metrics

Shares beneficially owned 12,850,199 shares Amount beneficially owned as reported in Schedule 13G (as of 03/31/2026)

Percent of class 5.9% Percent of Class A stock represented by the holding (as of 03/31/2026)

Sole voting power 12,625,734 shares Shares over which BlackRock reports sole power to vote

Sole dispositive power 12,850,199 shares Shares over which BlackRock reports sole power to dispose

Reporting date 03/31/2026 Date to which ownership figures are tied in the filing

Signature date 04/27/2026 Date the Schedule 13G was signed by Spencer Fleming

Key Terms

Schedule 13G, Beneficially owned, Sole dispositive power, Reporting Business Units

4 terms

Schedule 13G regulatory

"This Schedule 13G reports the securities beneficially owned"

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.

Beneficially owned financial

"Amount beneficially owned: 12850199"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole dispositive power financial

"Sole power to dispose or to direct the disposition of: 12850199"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Reporting Business Units other

"securities beneficially owned by certain business units (collectively, the "Reporting Business Units")"

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

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Accepted by SEC EDGAR 04/27/2026 - 04:12 PM Learn about SEC filing dates

FAQ

What stake does BlackRock hold in USA Rare Earth (USAR)?

BlackRock beneficially owns 12,850,199 shares, representing 5.9% of Class A stock. The Schedule 13G lists sole voting power for 12,625,734 shares and sole dispositive power for 12,850,199 as of 03/31/2026.

What does Schedule 13G indicate about BlackRock's intent?

A Schedule 13G filing typically indicates passive/investment intent rather than an active acquisition intent. The filing here reports ownership and voting/dispositive powers; it does not state an intent to control or change management.

Which BlackRock entity filed the Schedule 13G for USAR?

The filing was made by BlackRock, Inc., reflecting securities held by its Reporting Business Units. The address shown is 50 Hudson Yards, New York, NY 10001, and the signing official is Spencer Fleming.

What voting and dispositive powers does BlackRock report?

BlackRock reports sole voting power over 12,625,734 shares and sole dispositive power over 12,850,199 shares of USA Rare Earth Class A stock in this filing.

When are the ownership figures reported as of in the filing?

The ownership figures are reported as of 03/31/2026, and the Schedule 13G is signed on 04/27/2026 by Spencer Fleming, Managing Director, representing the Reporting Business Units.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

USA Rare Earth, Inc.

(Name of Issuer)

Class A 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

BlackRock, Inc.

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 12,625,734.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 12,850,199.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,850,199.00

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)

5.9 %

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 Road Stillwater OK 74075
Item 2.
(a)	Name of person filing: BlackRock, Inc. In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of BlackRock, Inc. and its subsidiaries and affiliates. It does not include securities, if any, beneficially owned by other business units whose beneficial ownership of securities are disaggregated from that of the Reporting Business Units in accordance with such release.
(b)	Address or principal business office or, if none, residence: BlackRock, Inc., 50 Hudson Yards New York, NY 10001
(c)	Citizenship: See Item 4 of Cover Page
(d)	Title of class of securities: Class A 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: 12850199
(b)	Percent of class: 5.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 12625734
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 12850199
	(iv) Shared power to dispose or to direct the disposition of: 0
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. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock of USA Rare Earth, Inc.. No one person's interest in the common stock of USA Rare Earth, Inc. is more than five percent of the total outstanding common shares.
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. See Exhibit 99
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.

BlackRock, Inc.

Signature:	Spencer Fleming
Name/Title:	Managing Director
Date:	04/27/2026

Exhibit Information

Exhibit 24: Power of Attorney Exhibit 99: Item 7