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.
USA Rare Earth, Inc. ownership disclosure: Alyeska Investment Group, L.P. and related reporting persons state they beneficially own 16,570,777 shares of Common Stock, equal to 7.60% of the class as of March 31, 2026.
The filing breaks the holding into 5,405,777 shares of previously held Common Stock and 11,165,000 shares acquired in a private placement. Shares outstanding are listed as 217,976,175 per the Form 10-K dated March 30, 2026. The filing states that Alyeska Investment Group, L.P., as investment manager, exercises voting and investment control over shares held by Alyeska Master Fund, L.P., and that Anand Parekh may be deemed a beneficial owner but disclaims beneficial ownership.
USA Rare Earth, Inc. ownership disclosure: Alyeska Investment Group, L.P. and related reporting persons state they beneficially own 16,570,777 shares of Common Stock, equal to 7.60% of the class as of March 31, 2026.
The filing breaks the holding into 5,405,777 shares of previously held Common Stock and 11,165,000 shares acquired in a private placement. Shares outstanding are listed as 217,976,175 per the Form 10-K dated March 30, 2026. The filing states that Alyeska Investment Group, L.P., as investment manager, exercises voting and investment control over shares held by Alyeska Master Fund, L.P., and that Anand Parekh may be deemed a beneficial owner but disclaims beneficial ownership.
USA Rare Earth, Inc. reports Q1 2026 results with revenue of $5.7 million, all from its Less Common Metals unit, and a net loss attributable to the company of $67.0 million as it invests heavily in its rare earth “mine‑to‑magnet” strategy.
The balance sheet shifted dramatically after closing a $1.50 billion PIPE financing, lifting cash and cash equivalents to $1.75 billion and boosting total assets to $2.13 billion. The period also saw significant non‑cash charges from revaluing earnout and warrant liabilities, contributing to a large loss on financial instruments.
Strategically, the company signed non‑binding letters of intent with U.S. government agencies for up to $1.58 billion in potential CHIPS Act funding and debt, agreed to acquire the remaining interest in Texas Mineral Resources Corp. for stock, and later announced a proposed $2.83 billion acquisition of Serra Verde and a planned €40.0 million minority investment in Carester. These moves aim to create a fully integrated rare earth supply chain across mining, processing, metals, and magnet production.
USA Rare Earth, Inc. reports Q1 2026 results with revenue of $5.7 million, all from its Less Common Metals unit, and a net loss attributable to the company of $67.0 million as it invests heavily in its rare earth “mine‑to‑magnet” strategy.
The balance sheet shifted dramatically after closing a $1.50 billion PIPE financing, lifting cash and cash equivalents to $1.75 billion and boosting total assets to $2.13 billion. The period also saw significant non‑cash charges from revaluing earnout and warrant liabilities, contributing to a large loss on financial instruments.
Strategically, the company signed non‑binding letters of intent with U.S. government agencies for up to $1.58 billion in potential CHIPS Act funding and debt, agreed to acquire the remaining interest in Texas Mineral Resources Corp. for stock, and later announced a proposed $2.83 billion acquisition of Serra Verde and a planned €40.0 million minority investment in Carester. These moves aim to create a fully integrated rare earth supply chain across mining, processing, metals, and magnet production.
USA Rare Earth reported first quarter 2026 results alongside major strategic moves. Revenue reached $5.7 million with a gross margin of 1.9%, while the company posted a net loss of $67.0 million and loss from operations of $36.7 million. Non-GAAP adjusted net loss was $24.1 million, or $0.12 per diluted share.
Liquidity strengthened substantially as cash and cash equivalents rose to $1.75 billion, driven by a $1.5 billion common stock PIPE. The company announced a proposed $1.6 billion U.S. government CHIPS funding collaboration, a definitive agreement to acquire Serra Verde Group for approximately $2.8 billion, and a definitive deal to acquire Texas Mineral Resources Corp., consolidating 100% economics of the Round Top project.
Operationally, USA Rare Earth commissioned Phase 1a of its Stillwater magnet facility targeting 600 MTPA capacity by Q4 2026, began expanding metal and alloy capacity at LCM toward 3,000 MTPA, completed first commercial yttrium metal production, and received a $14.2 million Texas grant to advance Round Top.
USA Rare Earth reported first quarter 2026 results alongside major strategic moves. Revenue reached $5.7 million with a gross margin of 1.9%, while the company posted a net loss of $67.0 million and loss from operations of $36.7 million. Non-GAAP adjusted net loss was $24.1 million, or $0.12 per diluted share.
Liquidity strengthened substantially as cash and cash equivalents rose to $1.75 billion, driven by a $1.5 billion common stock PIPE. The company announced a proposed $1.6 billion U.S. government CHIPS funding collaboration, a definitive agreement to acquire Serra Verde Group for approximately $2.8 billion, and a definitive deal to acquire Texas Mineral Resources Corp., consolidating 100% economics of the Round Top project.
Operationally, USA Rare Earth commissioned Phase 1a of its Stillwater magnet facility targeting 600 MTPA capacity by Q4 2026, began expanding metal and alloy capacity at LCM toward 3,000 MTPA, completed first commercial yttrium metal production, and received a $14.2 million Texas grant to advance Round Top.
USA Rare Earth, Inc. will issue 3,823,328 USAR Shares as merger consideration to TMRC stockholders in connection with the proposed merger, subject to adoption of the Merger Agreement by a majority of TMRC holders. The issuance implies former TMRC holders would own approximately 1.7% of USAR on a fully diluted basis as of May 11, 2026.
The Merger contemplates two successive statutory mergers that will make Texas Mineral Resources Corp. a direct, wholly owned subsidiary of USAR and cause TMRC common stock to be deregistered and delisted. The Merger Agreement includes a $3,250,000 termination fee payable by TMRC in specified circumstances and contains customary closing conditions; USAR’s obligations are not conditioned on obtaining financing. The parties expect to close by the third calendar quarter of 2026, subject to satisfaction or waiver of closing conditions.
USA Rare Earth, Inc. will issue 3,823,328 USAR Shares as merger consideration to TMRC stockholders in connection with the proposed merger, subject to adoption of the Merger Agreement by a majority of TMRC holders. The issuance implies former TMRC holders would own approximately 1.7% of USAR on a fully diluted basis as of May 11, 2026.
The Merger contemplates two successive statutory mergers that will make Texas Mineral Resources Corp. a direct, wholly owned subsidiary of USAR and cause TMRC common stock to be deregistered and delisted. The Merger Agreement includes a $3,250,000 termination fee payable by TMRC in specified circumstances and contains customary closing conditions; USAR’s obligations are not conditioned on obtaining financing. The parties expect to close by the third calendar quarter of 2026, subject to satisfaction or waiver of closing conditions.
USA Rare Earth, Inc. (USAR) filed a Form S-3 to register primary issuances totaling 32,514,143 shares of Common Stock and the resale of 94,362,903 shares of Common Stock.
The primary issuance includes up to 15,653,227 shares potentially issuable upon exercise of Preferred Investor Warrants, up to 5,000,000 Earnout Shares issuable for no additional consideration, and up to 11,860,916 shares issuable upon conversion of Series A Preferred Stock (good-faith estimates using illustrative conversion/exercise assumptions). The filing states 223,035,366 shares outstanding as of May 11, 2026.
USA Rare Earth, Inc. (USAR) filed a Form S-3 to register primary issuances totaling 32,514,143 shares of Common Stock and the resale of 94,362,903 shares of Common Stock.
The primary issuance includes up to 15,653,227 shares potentially issuable upon exercise of Preferred Investor Warrants, up to 5,000,000 Earnout Shares issuable for no additional consideration, and up to 11,860,916 shares issuable upon conversion of Series A Preferred Stock (good-faith estimates using illustrative conversion/exercise assumptions). The filing states 223,035,366 shares outstanding as of May 11, 2026.
USA Rare Earth, Inc. outlines extensive risks tied to its planned acquisition of SVRE Holdings and broader growth strategy. The company plans to issue 126,849,307 shares of common stock to former SVRE securityholders if the SVRE Merger closes, which would significantly dilute existing stockholders and could pressure the share price.
Additional contemplated issuances include 3,823,328 shares for the TMRC acquisition, approximately $13.5 million of stock (or cash) to Carester, $277 million of common stock and warrants in connection with an expected U.S. government transaction, and 5.05 million potential earnout shares. The filing highlights substantial leverage under SVRE’s up to $565 million DFC debt facility, strict restrictions on upstreaming cash, and numerous regulatory, political, operational, environmental, financing and community‑relations risks associated with SVRE’s Brazilian and Swiss operations and USAR’s Stillwater and Round Top projects.
USA Rare Earth, Inc. outlines extensive risks tied to its planned acquisition of SVRE Holdings and broader growth strategy. The company plans to issue 126,849,307 shares of common stock to former SVRE securityholders if the SVRE Merger closes, which would significantly dilute existing stockholders and could pressure the share price.
Additional contemplated issuances include 3,823,328 shares for the TMRC acquisition, approximately $13.5 million of stock (or cash) to Carester, $277 million of common stock and warrants in connection with an expected U.S. government transaction, and 5.05 million potential earnout shares. The filing highlights substantial leverage under SVRE’s up to $565 million DFC debt facility, strict restrictions on upstreaming cash, and numerous regulatory, political, operational, environmental, financing and community‑relations risks associated with SVRE’s Brazilian and Swiss operations and USAR’s Stillwater and Round Top projects.
USA Rare Earth Inc. Schedule 13G: State Street Corporation reports beneficial ownership of 12,065,804 shares of Common Stock, representing 5.5% of the class as of 03/31/2026. The filing shows shared voting power 11,777,605 shares and shared dispositive power 12,065,804.
The report lists affiliated entities (e.g., SSGA Funds Management, Inc., State Street Bank and Trust Company, and several State Street global advisors) as holders of the position. The signature is dated 05/12/2026.
USA Rare Earth Inc. Schedule 13G: State Street Corporation reports beneficial ownership of 12,065,804 shares of Common Stock, representing 5.5% of the class as of 03/31/2026. The filing shows shared voting power 11,777,605 shares and shared dispositive power 12,065,804.
The report lists affiliated entities (e.g., SSGA Funds Management, Inc., State Street Bank and Trust Company, and several State Street global advisors) as holders of the position. The signature is dated 05/12/2026.
USA Rare Earth Inc. submitted notices of proposed sales of common stock under Form 144. The filings list proposed transfers including 114,433 shares by BPF II GP LLC (05/04/2026) and 62,345 shares by Bayshore MGR LLC (04/30/2026). The excerpt also shows two executed dispositions by Bayshore Capital Advisors: 29,511 shares (04/22/2026) and 100,000 shares (05/06/2026) with dollar amounts provided.
USA Rare Earth Inc. submitted notices of proposed sales of common stock under Form 144. The filings list proposed transfers including 114,433 shares by BPF II GP LLC (05/04/2026) and 62,345 shares by Bayshore MGR LLC (04/30/2026). The excerpt also shows two executed dispositions by Bayshore Capital Advisors: 29,511 shares (04/22/2026) and 100,000 shares (05/06/2026) with dollar amounts provided.
USA Rare Earth, Inc. filed a Form 144 disclosing a proposed resale of 100,000 shares of Common Stock by Fidelity Brokerage Services LLC on NASDAQ, with an aggregate amount listed as $2,805,053.35 and a reported outstanding share count of 217,976,175 as of 05/06/2026. The filing lists securities acquired as payment for services of 29,500 shares on 09/17/2025 and a stock award of 70,500 shares on 04/30/2026. It also reports a sale of 29,511 shares on 04/22/2026 for $735,248.91.
USA Rare Earth, Inc. filed a Form 144 disclosing a proposed resale of 100,000 shares of Common Stock by Fidelity Brokerage Services LLC on NASDAQ, with an aggregate amount listed as $2,805,053.35 and a reported outstanding share count of 217,976,175 as of 05/06/2026. The filing lists securities acquired as payment for services of 29,500 shares on 09/17/2025 and a stock award of 70,500 shares on 04/30/2026. It also reports a sale of 29,511 shares on 04/22/2026 for $735,248.91.
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.
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.