Welcome to our dedicated page for USA Rare Earth SEC filings (Ticker: USAR), 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 USA Rare Earth, Inc. (USAR) SEC filings page on Stock Titan brings together the company’s regulatory disclosures, offering investors structured access to the documents that describe its mine-to-magnet strategy, financing activities, and material events. As an emerging growth company and smaller reporting company listed on Nasdaq, USAR files a range of reports with the U.S. Securities and Exchange Commission, including registration statements, current reports on Form 8-K, and periodic filings referenced in its press releases.
USAR’s Form 8-K filings provide detail on key developments such as the completion of its acquisition of Indian Ocean Rare Metals Pte Ltd, whose operating subsidiary is Less Common Metals Ltd. (LCM), changes in its independent registered public accounting firm, private placement transactions, and the issuance of a notice of redemption for its public warrants (USARW). These filings outline purchase terms, share issuance, registration rights agreements, and the company’s descriptions of the strategic role that LCM and other actions play in its rare earth metal, alloy, and magnet platform.
The company’s registration statement on Form S-1 describes a secondary offering of common stock held by a selling stockholder and includes sections on risk factors, business description, management’s discussion and analysis, and capital structure. USAR’s periodic reports on Form 10-K and Form 10-Q, which are referenced in its forward-looking statements, contain audited and interim financial statements, going concern disclosures, and additional detail on project development risks, capital needs, and operational plans.
On Stock Titan, these filings are supplemented with AI-powered summaries that highlight the main points of lengthy documents, helping readers quickly identify items such as acquisition terms, warrant and equity structures, and risk disclosures related to the Round Top project and the Stillwater magnet facility. Users can also review filings related to unregistered sales of equity securities, registration rights, and other corporate actions to better understand how USAR finances and governs its integrated rare earth supply chain.
USA Rare Earth, Inc. reported that it has entered into a Transition and Separation Agreement with its general counsel, David Kronenfeld. His employment will end on August 7, 2026, followed by a six-month period in which he will provide consulting services to support the transition of his duties.
Under the Company’s Severance Plan, Mr. Kronenfeld will receive a $170,625 cash severance (equal to six months of base salary), six months of Company-paid COBRA benefits, and accelerated vesting of several tranches of restricted stock units covering multiple future vesting dates. Additional restricted stock units will also vest based on his continued service through the transition period, and he is eligible for up to $15,000 in outplacement services and a prorated bonus for the year of separation. He will not receive cash compensation for services during the transition period, and all remaining unvested restricted stock units will be forfeited.
USA Rare Earth, Inc. filed updated pro forma financial information tied to its planned merger with SVRE Holdings, detailing how multiple large equity and financing transactions reshape the company. The merger consideration includes 126,849,307 new USAR shares plus $300 million in cash.
The filing reflects a January 2026 private placement of 69,767,442 shares for about $1.5 billion, a $1.6 billion U.S. Department of Commerce CHIPS Act funding package with 16,132,790 shares and a warrant for 17,600,584 shares at $17.17, and a DFC debt facility of up to $565 million. It also incorporates 10.1 million earnout shares already issued after USAR’s stock met $15.00 and $20.00 price hurdles.
Pro forma combined assets total about $6.9 billion, with significant goodwill and mining-related property tied to SVRE’s Pela Ema rare earth project, which remains a development-stage mine. The company quantifies potential dilution to existing holders, showing a fully diluted total of 410,848,797 shares after all described issuances and commitments.
Mordechai Gutnick and affiliated entities have amended their Schedule 13D on USA Rare Earth, Inc. to update their ownership and recent arrangements. They report beneficial ownership of 15,580,745 shares of Common Stock, or about 6.8% of the 228,523,482 shares outstanding as of June 1, 2026.
The amendment explains that most shares are held through The Critical Minerals Trust and Springfield Six One Three LLC, with Gutnick as trustee and manager. It describes prior acquisition of shares via the 2025 business combination with USA Rare Earth, LLC and subsequent earnout shares, plus RSUs that vested in May 2026.
The filing highlights a Voting and Support Agreement committing Gutnick’s shares in favor of a merger with SVRE Holdings Ltd., and notes he did not stand for reelection to the board at the 2026 annual meeting. It also discloses a prepaid variable share forward sale contract between Springfield and J.P. Morgan covering 3,877,565 shares, secured by a pledge of those shares.
USA Rare Earth, Inc. director Carolyn Trabuco reported an open-market sale of 13,000 shares of Common Stock at a weighted average price of $22.768 per share. Following this transaction, she directly holds 18,783 shares.
A footnote explains that 1,300 of the sold shares are matchable under Section 16(b) with a prior purchase of 1,300 shares at $22.5994 per share on January 29, 2025. She has agreed to pay $208.34, representing the full short-swing profit (less transaction costs), back to USA Rare Earth upon settlement.
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. 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.