[S-8] USA Rare Earth, Inc. Warrant Employee Benefit Plan Registration

Rhea-AI Filing Summary

Atlassian (TEAM) Form 4: CEO, co-founder and 10% owner Michael Cannon-Brookes sold a total of 7,765 Class A shares on 22 Jul 2025 under a pre-arranged Rule 10b5-1 plan adopted 20 Feb 2025.

The stock was disposed of in seven separate trades at weighted-average prices between $195.965 and $202.35, generating roughly $1.55 million in gross proceeds. Following the sales, the insider—through CBC Co Pty Ltd as trustee of the Cannon-Brookes Head Trust—continues to hold 375,585 Class A shares, maintaining more than 98% of his prior indirect position and his 10% beneficial-owner status.

No derivative activity or purchases were reported. Given the modest 2% reduction in holdings and the existence of a 10b5-1 plan, the transactions appear routine and are unlikely to materially alter insider alignment, though any CEO liquidation can create short-term sentiment pressure.

Positive

• Sale executed under a Rule 10b5-1 plan, reducing concerns about opportunistic timing.
• Insider retains 375,585 shares, maintaining substantial equity alignment with shareholders.

Negative

• CEO liquidated 7,765 shares worth ≈$1.55 m, which could cause minor negative sentiment.
• No offsetting insider purchases were disclosed in the period.

Insights

Financial Analyst

TL;DR: Small, pre-planned CEO sale; negligible impact on ownership or thesis.

The 7,765-share sale represents ~2% of Cannon-Brookes’ stake and less than 0.3% of daily TEAM volume, limiting market impact. Proceeds of ~$1.55 m are immaterial relative to his remaining ~$75 m holding. Executed under a February-adopted 10b5-1 plan, the transaction reduces signaling risk. From a valuation standpoint, the filing does not change cash flow, guidance, or strategic outlook; therefore I view the development as neutral.

Corporate Governance Expert

TL;DR: Governance-compliant sale; insider still strongly aligned.

The filing demonstrates adherence to SEC Rule 10b5-1 best practices, with full price ranges disclosed and trustee ownership clarified. Retention of 375,585 shares preserves significant skin-in-the-game, supporting shareholder alignment. While any director sale draws attention, the minimal size and structured plan suggest routine liquidity rather than adverse insider insight. I classify the event as governance-neutral.

As filed with the United States Securities and Exchange Commission on July 23, 2025

Registration No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

USA RARE EARTH, INC.

(Exact name of registrant as specified in its charter)

Delaware		98-1720278
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
100 W Airport Road, Stillwater, OK		74075
(Address of Principal Executive Offices)		(Zip Code)

USA Rare Earth, Inc. 2024 Omnibus Incentive Plan 

(Full title of the plan)

David Kronenfeld
Chief Legal Officer
100 W Airport Road,
Stillwater, OK 74075

(Name and address of agent for service)

(813) 867-6155

(Telephone number, including area code, of agent for service)

Copies to:

Joel Rubinstein

Maia R. Gez

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Tel: (212) 819-8200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller reporting company	☒
			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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

USA Rare Earth, Inc. (the “Company” or the “Registrant”) has filed with the Securities and Exchange Commission (the “Commission”) this registration statement on Form S-8 (this “Registration Statement”) to register under the Securities Act of 1933, as amended (the “Securities Act”) 13,000,000 shares of Common Stock, par value $0.0001 per share (the “Common Shares”) reserved for issuance under the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

* As permitted by Rule 428 under the Securities Act, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I of this Registration Statement will be sent or given to each participant in the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan, as applicable, in accordance with Rule 428(b)(1). Such documents are not required to be and are not being filed with the Commission, either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Company hereby incorporates by reference in this Registration Statement the following:

● the prospectus dated July 21, 2025, filed by the Company pursuant to Rule 424(b) under the Securities Act relating to the registration statement on Form S-1 originally filed on May 20, 2025, as amended (File No. 333-287410) (the “424(b) Prospectus”);

● the Company’s Current Reports on Form 8-K filed with the SEC on March 18, 2025, March 19, 2025, March 24, 2025, April 25, 2025, April 30, 2025, May 5, 2025, June 18, 2025, July 1, 2025, and July 9, 2025;

● the description of the Company’s Common Shares contained in the Company’s 424(b) Prospectus and any other amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Notwithstanding the foregoing, no information is incorporated by reference in this Registration Statement where such information under applicable forms and regulations of the Commission is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the report or filing containing such information indicates that the information therein is to be considered “filed” under the Exchange Act or is to be incorporated by reference in this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Subsection (a) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

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Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

Section 102(b)(7) of the DGCL provides that a corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director or officer to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision shall not eliminate or limit the liability (i) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director or officer derived an improper personal benefit.

Additionally, our Certificate of Incorporation limits the liability of our directors and officers to the fullest extent permitted by the DGCL, and our Bylaws provide that we will indemnify them to the fullest extent permitted by such law. We have entered into and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. Under the terms of such indemnification agreements, we are required to indemnify each of our directors and officers, to the fullest extent permitted by the laws of the state of Delaware, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was our director or officer or was serving at our request in an official capacity for another entity. We must indemnify our officers and directors against all reasonable fees, expenses, charges and other costs of any type or nature whatsoever, including any and all expenses and obligations paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing to defend, be a witness or participate in any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing or enforcing a right to indemnification under the indemnification agreement. The indemnification agreements also require us, if so requested, to advance all reasonable fees, expenses, charges and other costs that such director or officer incurred, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by us. Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

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Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number		Description of Documents
4.1		Certificate of Incorporation of USA Rare Earth, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on March 19, 2025).
4.2		Bylaws of USA Rare Earth, Inc. (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K filed on March 19, 2025).
5.1*		Opinion of White & Case LLP.
10.1		USA Rare Earth, Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.35 of the Company’s Current Report on Form 8-K filed on March 19, 2025).
23.1*		Consent of HORNE LLP.
23.2*		Consent of White & Case LLP (included in Exhibit 5.1 to this Registration Statement).
24.1*		Power of Attorney (included on the signature page to this Registration Statement).
107*		Filing Fee Table.

* Filed herewith.

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Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stillwater, State of Oklahoma, on July 23, 2025.

	USA RARE EARTH, INC.
	By:	/s/ Joshua Ballard
	Name:	Joshua Ballard
	Title:	Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joshua Ballard, William Robert Steele Jr. and David Kronenfeld and each of them singly (with full power to each of them to act alone), the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, for the person and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments or supplements to this Registration Statement, including any post-effective amendments, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Joshua Ballard		Chief Executive Officer and Director		July 23, 2025
Joshua Ballard		(Principal Executive Officer)
/s/ William Robert Steele Jr.		Chief Financial Officer		July 23, 2025
William Robert Steele Jr.		(Principal Financial Officer and Principal Accounting Officer)
/s/ Michael Blitzer		Chair		July 23, 2025
Michael Blitzer
/s/ Mordechai Gutnick		Director		July 23, 2025
Mordechai Gutnick
/s/  Paul Kern		Director		July 23, 2025
Paul Kern
/s/ Otto Schwethelm		Director		July 23, 2025
Otto Schwethelm
/s/ Michael Senft		Director		July 23, 2025
Michael Senft
/s/ Tready Smith		Director		July 23, 2025
Tready Smith /s/ Carolyn Trabuco		Director		July 23, 2025
Carolyn Trabuco

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FAQ

How many Atlassian (TEAM) shares did CEO Michael Cannon-Brookes sell?

He sold 7,765 Class A shares on 22 Jul 2025.

What was the average sale price reported in the Form 4?

Weighted-average prices ranged from $195.965 to $202.35 per share.

How many TEAM shares does the insider still own after the transactions?

Cannon-Brookes indirectly holds 375,585 Class A shares through a trust.

Was the insider sale executed under a 10b5-1 trading plan?

Yes, the plan was adopted on 20 Feb 2025.

Did the filing report any derivative security transactions?

No; Table II shows no derivative activity.

What percentage of the insider’s holdings were sold?

Approximately 2% of his previous indirect stake.