Welcome to our dedicated page for USARW SEC filings (Ticker: USARW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The USARW SEC filings page provides access to regulatory documents related to USA Rare Earth, Inc.’s warrants listed on The Nasdaq Stock Market LLC under the symbol USARW. According to the company’s Form 8-K filings, these securities are warrants, each whole warrant exercisable for one share of USA Rare Earth common stock at an exercise price of $11.50 per share. Filings referencing USARW often appear alongside disclosures about the company’s common stock (USAR), capital structure, and corporate actions.
Through this page, users can review current and historical SEC reports that mention USARW, including Forms 8-K that describe material events such as special meetings of stockholders, approval of share issuances tied to warrants, and other matters affecting the company’s equity and warrants. These documents also provide insight into topics like emerging growth company status, legal settlements, and governance decisions that may be relevant when evaluating the warrant terms and associated risks.
For a company in the basic materials and other industrial metals and mining sector, filings can also reference broader business developments. USA Rare Earth’s periodic reports and related exhibits, as described in its public communications, discuss its development of a rare earth sintered neo magnet manufacturing plant in Stillwater, Oklahoma, mining rights to the Round Top Mountain deposit in West Texas, and its intention to establish domestic rare earth and critical minerals supply, extraction, and processing capabilities. While these operational details are typically covered in Forms 10-K and 10-Q rather than in the warrant-specific sections, they form the business backdrop for the USARW warrants.
On Stock Titan, AI-powered tools can help summarize lengthy filings, highlight key warrant-related provisions, and surface references to USARW across 8-Ks and other documents. Users can quickly identify where warrant terms, redemptions, or share issuance approvals are discussed, and connect these disclosures to the company’s broader mine-to-magnet strategy, acquisitions such as Less Common Metals, and financing activities. This makes it easier to interpret how regulatory filings relate to both USA Rare Earth’s common stock and its USARW warrants.
Inflection Point Acquisition Corp. II submitted a Form 144 reporting proposed sales of common stock. The filing includes a line showing 15,550,262 common shares linked to the March 13, 2025 acquisition of privately-held USA Rare Earths and lists J.P. Morgan Securities LLC as broker-dealer information.
The filing records transaction-related identifiers and a date of 06/05/2026 on a securities row; no proceeds, prices, or explicit selling-holder names beyond the acquisition reference are provided in the excerpt.
Inflection Point Acquisition Corp. II submitted a Form 144 reporting proposed sales of common stock. The filing includes a line showing 15,550,262 common shares linked to the March 13, 2025 acquisition of privately-held USA Rare Earths and lists J.P. Morgan Securities LLC as broker-dealer information.
The filing records transaction-related identifiers and a date of 06/05/2026 on a securities row; no proceeds, prices, or explicit selling-holder names beyond the acquisition reference are provided in the excerpt.
USA Rare Earth, Inc. registers up to 93,822,662 shares of Common Stock for resale by selling stockholders, including institutional PIPE and merger counterparties.
The registration also covers a primary issuance of up to 27,514,143 shares of Common Stock (estimates of shares issuable upon exercise of Preferred Investor Warrants and conversion of Series A Preferred Stock). The filing states the Company would receive proceeds only if Preferred Investor Warrants are cash‑exercised, which assuming full cash exercise would total approximately $17.1 million.
USA Rare Earth, Inc. registers up to 93,822,662 shares of Common Stock for resale by selling stockholders, including institutional PIPE and merger counterparties.
The registration also covers a primary issuance of up to 27,514,143 shares of Common Stock (estimates of shares issuable upon exercise of Preferred Investor Warrants and conversion of Series A Preferred Stock). The filing states the Company would receive proceeds only if Preferred Investor Warrants are cash‑exercised, which assuming full cash exercise would total approximately $17.1 million.
USA Rare Earth, Inc. is providing investors with updated unaudited pro forma financial information reflecting its planned merger with SVRE Holdings Ltd. The merger will combine SVRE with a USAR subsidiary, making SVRE an indirect, wholly owned subsidiary of USAR.
The pro forma statements show how USAR’s balance sheet and results of operations would look if the merger, a $300 million cash component and share issuance to SVRE holders, a large 2026 private placement, SVRE’s DFC project financing, an offtake agreement and earnout share issuance had been in place earlier. Management emphasizes these figures are preliminary and based on estimated fair values that may change once the transaction closes and purchase accounting is finalized.
USA Rare Earth, Inc. is providing investors with updated unaudited pro forma financial information reflecting its planned merger with SVRE Holdings Ltd. The merger will combine SVRE with a USAR subsidiary, making SVRE an indirect, wholly owned subsidiary of USAR.
The pro forma statements show how USAR’s balance sheet and results of operations would look if the merger, a $300 million cash component and share issuance to SVRE holders, a large 2026 private placement, SVRE’s DFC project financing, an offtake agreement and earnout share issuance had been in place earlier. Management emphasizes these figures are preliminary and based on estimated fair values that may change once the transaction closes and purchase accounting is finalized.
Trabuco Carolyn reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. director Carolyn Trabuco received a grant of 6,438 restricted stock units. These RSUs represent future rights to receive an equal number of common shares and reflect equity-based compensation rather than an open-market purchase.
The award will fully vest on the earlier of one year from the grant date or the company’s 2027 annual meeting, anticipated to occur on or about June 2, 2027. Following this grant, Trabuco’s directly held RSU-related position reported in this filing totals 6,438 units.
Trabuco Carolyn reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. director Carolyn Trabuco received a grant of 6,438 restricted stock units. These RSUs represent future rights to receive an equal number of common shares and reflect equity-based compensation rather than an open-market purchase.
The award will fully vest on the earlier of one year from the grant date or the company’s 2027 annual meeting, anticipated to occur on or about June 2, 2027. Following this grant, Trabuco’s directly held RSU-related position reported in this filing totals 6,438 units.
Senft Michael F reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. director Michael F. Senft received a grant of 6,438 restricted stock units. These RSUs were awarded at no cash cost and each unit represents the right to receive one share of common stock at settlement. The award will fully vest on the earlier of one year from the grant date or the 2027 Annual Meeting, which is anticipated to occur on or about June 2, 2027, after which the underlying shares can be delivered.
Senft Michael F reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. director Michael F. Senft received a grant of 6,438 restricted stock units. These RSUs were awarded at no cash cost and each unit represents the right to receive one share of common stock at settlement. The award will fully vest on the earlier of one year from the grant date or the 2027 Annual Meeting, which is anticipated to occur on or about June 2, 2027, after which the underlying shares can be delivered.
SCHWETHELM OTTO C reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. director Otto C. Schwethelm received a grant of 6,438 restricted stock units. Each unit represents one share of common stock to be delivered at settlement. The award will fully vest on the earlier of one year from the grant date or the 2027 annual meeting, anticipated on or about June 2, 2027.
SCHWETHELM OTTO C reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. director Otto C. Schwethelm received a grant of 6,438 restricted stock units. Each unit represents one share of common stock to be delivered at settlement. The award will fully vest on the earlier of one year from the grant date or the 2027 annual meeting, anticipated on or about June 2, 2027.
USA Rare Earth, Inc. director Thomas Caulfield reported equity awards and holdings updates. He received 6,438 restricted stock units as board service compensation for the period from March 19, 2026 through June 2, 2026, with each unit convertible into one common share. On March 19, 2026 these RSUs were granted and vested in full on June 3, 2026, and 2,548 units were exercised into common stock at a conversion price of $0.00 per share, bringing his directly held common shares to 2,955. He also received a separate grant of 407 common shares, and holds 52,500 common shares indirectly through The Thomas Caulfield Revocable Trust. One RSU grant will fully vest on the earlier of one year from grant or the 2027 annual meeting, anticipated around June 2, 2027.
USA Rare Earth, Inc. director Thomas Caulfield reported equity awards and holdings updates. He received 6,438 restricted stock units as board service compensation for the period from March 19, 2026 through June 2, 2026, with each unit convertible into one common share. On March 19, 2026 these RSUs were granted and vested in full on June 3, 2026, and 2,548 units were exercised into common stock at a conversion price of $0.00 per share, bringing his directly held common shares to 2,955. He also received a separate grant of 407 common shares, and holds 52,500 common shares indirectly through The Thomas Caulfield Revocable Trust. One RSU grant will fully vest on the earlier of one year from grant or the 2027 annual meeting, anticipated around June 2, 2027.
BLITZER MICHAEL reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. reported that director Michael Blitzer received a grant of 6,438 restricted stock units on June 3, 2026. These units will fully vest on the earlier of one year from the grant date or the company’s 2027 annual meeting, which is anticipated to be on or about June 2, 2027.
Each restricted stock unit represents the right to receive one share of USA Rare Earth common stock at settlement. Following this grant, Blitzer’s reported holdings from this award total 6,438 restricted stock units.
BLITZER MICHAEL reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. reported that director Michael Blitzer received a grant of 6,438 restricted stock units on June 3, 2026. These units will fully vest on the earlier of one year from the grant date or the company’s 2027 annual meeting, which is anticipated to be on or about June 2, 2027.
Each restricted stock unit represents the right to receive one share of USA Rare Earth common stock at settlement. Following this grant, Blitzer’s reported holdings from this award total 6,438 restricted stock units.
USA Rare Earth, Inc. held its 2026 Annual Meeting of Stockholders to elect directors and ratify its independent auditor. As of the April 8, 2026 record date, 217,985,608 shares of Common Stock and 1,224,351 shares of Series A Preferred Stock, representing 2,379,796 Common shares on an as-converted basis, were entitled to vote. A quorum was reached, with 133,837,645 votes (60.73% of eligible votes) present virtually or by proxy. Stockholders elected all six director nominees to one-year terms and approved the ratification of BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026.
USA Rare Earth, Inc. held its 2026 Annual Meeting of Stockholders to elect directors and ratify its independent auditor. As of the April 8, 2026 record date, 217,985,608 shares of Common Stock and 1,224,351 shares of Series A Preferred Stock, representing 2,379,796 Common shares on an as-converted basis, were entitled to vote. A quorum was reached, with 133,837,645 votes (60.73% of eligible votes) present virtually or by proxy. Stockholders elected all six director nominees to one-year terms and approved the ratification of BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026.
USA Rare Earth, Inc. entered definitive agreements with the U.S. Department of Commerce providing up to $277 million in direct CHIPS funding and guarantees for up to $1.3 billion in 15‑year senior secured loans to finance five U.S. rare earth mining, metal and magnet projects.
As part of the package, USA Rare Earth will issue the DOC 16,132,790 common shares and a warrant to purchase 17,600,584 additional shares at $17.17, with a 12‑month transfer restriction and limited voting rights. Together with a previously closed $1.5 billion PIPE and earlier capital raises, total committed capital supporting the company’s growth plan is about $3.5 billion. The funding is milestone‑based and subject to extensive covenants, equity‑raise requirements and default remedies, including acceleration and foreclosure.
USA Rare Earth, Inc. entered definitive agreements with the U.S. Department of Commerce providing up to $277 million in direct CHIPS funding and guarantees for up to $1.3 billion in 15‑year senior secured loans to finance five U.S. rare earth mining, metal and magnet projects.
As part of the package, USA Rare Earth will issue the DOC 16,132,790 common shares and a warrant to purchase 17,600,584 additional shares at $17.17, with a 12‑month transfer restriction and limited voting rights. Together with a previously closed $1.5 billion PIPE and earlier capital raises, total committed capital supporting the company’s growth plan is about $3.5 billion. The funding is milestone‑based and subject to extensive covenants, equity‑raise requirements and default remedies, including acceleration and foreclosure.