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 directors Mordechai Gutnick and General Paul Kern will not stand for reelection at the annual meeting scheduled for June 3, 2026. The Board immediately reduced its size to six directors ahead of that meeting.
The company previously entered into a definitive Agreement and Plan of Merger under which SVRE Holdings Ltd. will merge into a USA Rare Earth subsidiary as part of the Serra Verde Rare Earths Ltd. acquisition. Upon closing, expected in the third quarter of 2026, USA Rare Earth plans to expand the Board from six to eight members by adding two Serra Verde nominees. The company stated that the directors’ decisions not to seek reelection were not due to any disagreement with management, the Board, or company policies or strategy.
USA Rare Earth, Inc. is holding a virtual 2026 annual stockholder meeting on June 3, 2026 to elect six directors and ratify BDO USA, P.C. as independent auditor for the year ending December 31, 2026.
Holders of 217,985,608 common shares and 1,224,351 shares of 12% Series A Cumulative Convertible Preferred Stock vote together as one class, with each preferred share carrying 1.9437 votes on an as-converted basis. The board will shrink from eight to six members at the meeting, with plans to expand back to eight after a pending acquisition of Serra Verde Rare Earths Ltd. closes, adding two of its nominees.
The proxy also reviews governance structures, board committee composition, executive roles, and 2025 compensation, including a new CEO package with significant time-based RSU grants and standard severance protections, and discloses the recent transition of audit firms culminating in BDO’s appointment.
USA Rare Earth, Inc. Schedule 13G/A (Amendment No. 2) reports joint beneficial ownership by Bayshore-related entities and Tready A. Smith. The filing shows 8,663,243 shares beneficially owned in the aggregate, representing 3.97% of the class based on 217,976,175 shares outstanding as of March 23, 2026. The filing notes the percentage was below 5% as of March 31, 2026 due to dilution from company share issuance. The reported positions break down into shared voting and dispositive power across Bayshore Capital Advisors, LLC (8,473,160 shared), Bayshore Rare Earths II, LLC (5,904,265 shared), and Bayshore MGR, LLC (6,230,583 shared), with Tready A. Smith holding 37,073 shares sole and 8,626,170 shares shared.
USA Rare Earth, Inc. director Mordechai Zev Gutnick reported indirect acquisitions tied to an earnout arrangement. On April 15, 2026, the Critical Minerals Trust, for which he serves as trustee, received 939,618 shares of common stock at $0.0000 per share when an earnout right was exercised following satisfaction of “Trigger Event I.”
The earnout right to receive these shares, which became fixed upon the closing of the business combination on March 13, 2025, was exercised for the same 939,618 underlying shares, leaving no remaining derivative position. Following the grant, the trust held 14,610,644 shares of common stock indirectly. Mr. Gutnick disclaims beneficial ownership of securities held by the Critical Minerals Trust except to the extent of his pecuniary interest.
USA Rare Earth, Inc. director Paul J. Kern reported compensation-related equity activity. On April 15, 2026 he received a grant of 11,211 shares of common stock at no cost, linked to an earnout right. This reflected satisfaction of “Trigger Event I” after a prior business combination.
The same 11,211 shares were delivered through the exercise of an earnout right to common stock. Following these non‑market transactions, Kern directly holds 179,035 shares of common stock.
USA Rare Earth, Inc. entered into a definitive Agreement and Plan of Merger with SVRE Holdings Ltd. through a wholly owned British Virgin Islands subsidiary, Middlebury Merger Sub Ltd. The agreement was signed on April 19, 2026 and relates to combining USAR with SVRE’s rare earth operations.
USAR expects to issue shares of its common stock as merger consideration, and references this potential future equity issuance as an unregistered sale of securities. The company plans to seek stockholder approval for the share issuance and other matters via a proxy statement to be filed with the SEC.
The filing includes customary forward-looking statements about the proposed transactions, expected benefits, integration of SVRE, capital-raising plans, and operational milestones, along with extensive risk factors and cautions. Key transaction documents, including the Merger Agreement, a Voting and Support Agreement, and a Registration Rights Agreement, are filed as exhibits for stockholder reference.
USA Rare Earth, Inc. has entered into a definitive Agreement and Plan of Merger to acquire SVRE Holdings Ltd. (Serra Verde Group) for $300,000,000 in cash plus 126,849,307 newly issued USAR shares, implying equity value of about $2.8 billion at a referenced share price. Serra Verde’s Brazilian Pela Ema mine is described as the only scaled producer outside Asia of all four magnetic rare earth elements and is expected to deliver $550–$650 million of annualized run‑rate EBITDA by the end of 2027, with the combined company targeted to generate about $1.8 billion of EBITDA in 2030. The deal includes a 15‑year, 100% offtake agreement for key rare earths with price floors, a $565 million DFC financing package, and pro‑forma liquidity of roughly $3.2 billion, and is expected to close by the third quarter of 2026, subject to stockholder approval, antitrust clearance, financing consents and other customary conditions. If USAR stockholder approval is not obtained, USAR may owe SVRE a termination fee of $25 million or $75 million, depending on whether its board changes its recommendation.
USA Rare Earth, Inc. is pursuing a strategic minority investment in French rare earth specialist Carester SAS, under a term sheet that targets roughly 12.5% equity for USA Rare Earth and 12.5% for InfraVia. The partnership includes long-term rights for USA Rare Earth and its LCM Europe subsidiary to purchase rare earth oxides from Carester’s Caremag facility, plus access to Carester’s engineering expertise and intellectual property for separation, processing, recycling, and magnet recycling.
Carester’s Caremag plant in Lacq, France is designed for 7,000 tpa of combined mined and recycled feedstock, including about 800 tpa NdPr oxide, 500 tpa Dy oxide, and 100 tpa Tb oxide, which are key ingredients for permanent magnets. The arrangement also gives Carester long-term access to heavy rare earth feedstock from USA Rare Earth’s Round Top deposit in Texas, which is expected to begin commercial operation in late 2028. The French government is supporting the broader Lacq platform: Carester has already secured about €216 million of backing, while LCM Europe’s planned 3,750 mtpa metal and alloy facility could benefit from direct credits under the C3IV program of up to 45% of eligible equipment and real estate costs up to a total of €130 million, and a potential 50% state guarantee on commercial debt financing through Bpifrance Assurance Export. Closing of the Carester investment remains subject to confirmatory due diligence and definitive agreements.
Steele William Robert Jr reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. reported that Chief Financial Officer William Robert Steele Jr received a grant of 63,493 restricted stock units. Each unit represents one share of common stock, so this award ties his compensation to the company’s future share performance.
The RSUs will vest in three equal tranches of 33 1/3% on March 1, 2027, March 1, 2028, and March 1, 2029. Steele will only receive the underlying shares of common stock as each portion vests and settles over this three-year schedule.