[8-K] USA Rare Earth, Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

USA Rare Earth, Inc. furnished an earnings press release reporting its financial results for the second quarter and for the six months ended June 30, 2025. The press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated by reference into the report.

The disclosure was furnished under Item 2.02 and is expressly stated to be furnished, not filed, meaning it is not subject to Section 18 liability. The filing lists the company’s Nasdaq-traded securities (Common Stock: USAR; Warrants: USARW) and indicates the company qualifies as an emerging growth company.

Positive

• Press release furnished reporting Q2 and six-month results (Exhibit 99.1)
• Disclosure complies with Item 2.02 to inform investors of reported results
• Nasdaq-listed securities confirmed (USAR common stock and USARW warrants)
• Emerging growth company status indicated

Negative

• No financial figures or tables are included in the body of the 8-K itself
• Information is furnished, not filed, which limits Section 18 liability and may affect legal recourse for investors seeking reliance on the filing
• Limited content in the 8-K requires review of Exhibit 99.1 for substantive financial detail

Insights

Financial Analyst

TL;DR: Routine earnings release furnished; the 8-K itself contains no financial metrics, so investors must review Exhibit 99.1 for results.

The Form 8-K notifies the market that an earnings press release covering the quarter and six-month period ended June 30, 2025 has been furnished as Exhibit 99.1. Because the document is furnished rather than filed, the company limits Section 18 liability for the disclosure. The 8-K does not present financial tables or metrics within its body, so material financial analysis depends on the content of the attached press release.

Corporate Governance Expert

TL;DR: This is a standard disclosure practice—timely furnishing of an earnings release—without additional corporate-action disclosures in the 8-K.

The report follows routine disclosure norms by furnishing an earnings announcement and listing the press release as Exhibit 99.1. The company indicates emerging growth company status and reaffirms its listed securities on Nasdaq. No executive changes, transactions, or new filings are disclosed in this Form 8-K, so governance implications are limited to continued transparency in periodic reporting.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2025

USA Rare Earth, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41711

98-1720278

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

100 W. Airport Road, Stillwater, OK 74075

(Address of Principal Executive Offices) (Zip Code)

(813) 867-6155

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

USAR

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Common Stock, each at an exercise price of $11.50 per share

USARW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition

On August 11, 2025, USA Rare Earth, Inc. (the “Company”) issued an earnings press release announcing its financial results for the second quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act”.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description
99.1						Press release of USA Rare Earth, Inc., dated August 11, 2025, to report its financial results for the second quarter and six months ended June 30, 2025.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

USA Rare Earth, Inc.

Date:

August 11, 2025

By:

/s/ WILLIAM ROBERT STEELE JR.

William Robert Steele Jr.

Chief Financial Officer

FAQ

What did USA Rare Earth (USARW) disclose in this Form 8-K?

It furnished an earnings press release

Is the press release in the 8-K considered filed or furnished?

The press release is furnished under Item 2.02 and is expressly not deemed "filed" for purposes of Section 18 of the Exchange Act.

Where can I find the actual financial results?

The Form 8-K attaches the earnings press release as Exhibit 99.1; the 8-K body does not include the detailed financial metrics, so review Exhibit 99.1 for the results.

Which securities of USA Rare Earth are registered on Nasdaq?

Common Stock (USAR) and Warrants (USARW) are listed as registered on The Nasdaq Stock Market LLC.

Who signed the Form 8-K for USA Rare Earth?

The Form 8-K is signed by William Robert Steele Jr., Chief Financial Officer.