USA Rare Earth Inc SEC Filings

USA Rare Earth, Inc. director Otto C. Schwethelm reported two grants of restricted stock units on 08/13/2025. The filings show acquisitions (Transaction Code A) of 18,199 RSUs and 12,284 RSUs, each representing the right to one share of common stock on settlement. Following the reported transactions, Mr. Schwethelm beneficially owns 18,199 and 12,284 shares attributable to those awards, held directly. The RSUs will fully vest on May 20, 2026, but if that date falls within a closed trading window they will vest on the first trading day of the next open window, subject to tax-law timing and the company’s Amended and Restated 2024 Omnibus Incentive Plan. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Schwethelm on 08/15/2025.

Tready Smith, a director of USA Rare Earth, Inc. (ticker shown as USAR), was granted restricted stock units on 08/13/2025 totaling 30,483 RSUs (18,199 RSUs and 12,284 RSUs). Each RSU represents the right to receive one share of common stock at settlement and the reported settlement price is $0. The RSUs will fully vest on May 20, 2026, subject to the company’s insider trading windows and applicable tax or plan rules. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact, David Kronenfeld, on 08/15/2025.

Michael F. Senft, a director of USA Rare Earth, Inc. (ticker: USAR), reported receipt of restricted stock units on 08/13/2025 that convert to common stock at settlement. The filing lists two RSU awards of 18,199 and 12,284 units, which together represent 30,483 rights to receive one share per unit. Each RSU carries no cash price and is reported as directly owned. The awards will fully vest on May 20, 2026, except that if that date falls inside a closed trading window the RSUs will vest on the first trading day of the next open window, subject to tax-law timing and the terms of the company’s 2024 Omnibus Incentive Plan. The Form 4 was signed by an attorney-in-fact on 08/15/2025.

William Robert Steele Jr., identified as Chief Financial Officer and a director, filed an initial Form 3 reporting an event dated 03/06/2025 related to USA Rare Earth, Inc. (USAR). The filing states that no securities are beneficially owned by the reporting person. The form was submitted via an attorney-in-fact and includes an exhibit reference. This Form 3 documents the reporting person's relationship to the issuer and formally records that there are currently no direct or indirect equity holdings to disclose.

Reportable holders: Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh filed a joint Schedule 13G reporting ownership of USA Rare Earth, Inc. common stock (CUSIP 91733P107).

Reported stakes: Item 4 of the filing lists 9,460,937 shares representing 9.99% of the class. The exhibit states the reporting persons are beneficial owners of 9,375,704 shares and hold warrants to purchase 14,654,854 shares but, due to warrant terms that cap post-exercise ownership at 9.9%, may exercise only up to 485,834 shares as of June 30, 2025; the exhibit says they are reporting beneficial ownership only of that exercisable amount. The percentage calculation uses 94,704,077 outstanding shares per the issuer's Form S-1/A filed July 10, 2025.

Newtyn Management, LLC and Newtyn TE Partners, LP report combined beneficial ownership in USA Rare Earth, Inc. of 444,353 common shares (Newtyn Management) and 274,386 common shares (Newtyn TE Partners). These amounts reflect Newtyn Management's indirect ownership through Series A Cumulative Convertible Preferred Stock held by affiliated partnerships, which convert into the stated common shares. The reported holdings represent approximately 0.5% and 0.3% of the company's 94,704,077 outstanding common shares, respectively. The filers also disclose Preferred Investor Warrants (648,250 held by NTE and 402,171 held by NP) that were not exercisable as of the reporting date because the underlying shares were not registered, and therefore those warrant shares are not counted as beneficially owned.

USA Rare Earth completed its reverse recapitalization and closed a $75.0 million PIPE, increasing cash and cash equivalents to $121.8 million from $16.8 million at year-end 2024 and total assets to $179.7 million. The company is developing a domestic NdFeB magnet supply chain, including a Stillwater, OK production facility and mineral interests at Round Top Mountain.

Despite the cash build, USAR reported a $91.0 million net loss for the six months ended June 30, 2025, which includes a $74.4 million non-cash fair value loss on financial instruments. Operating cash used totaled $18.2 million. Balance sheet items of note include total liabilities of $286.4 million, an $100.0 million earnout liability, significant warrant and prefunded warrant liabilities, and a stockholders' deficit of $131.9 million. Management discloses substantial doubt about going concern and the need to raise additional capital to execute its strategic plan.

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.