Welcome to our dedicated page for USA Rare Earth 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.
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.
USA Rare Earth, Inc. files its annual report outlining plans to build an integrated “mine-to-magnet” rare earth supply chain anchored in the U.S. and allied countries. The company is still pre-revenue, with its Stillwater, Oklahoma NdFeB magnet facility and Round Top rare earth project under development.
Strategy centers on securing heavy and light rare earths from the Round Top deposit in Texas, scaling midstream metal and alloy capacity through the November 2025 acquisition of Less Common Metals in the U.K., and expanding metal output with a planned 3,750 MTPA plant in Lacq, France. Management targets up to 10,000 MTPA of sintered NdFeB magnet capacity in the U.S. by 2029.
The report highlights an expected U.S. government collaboration under a January 2026 letter of intent for $1.6 billion in CHIPS Act funding, a proposed full acquisition of Texas Mineral Resources Corp. to own 100% of the Round Top Project, and extensive risk factors, including no commercial operating history, negative cash flows, capital intensity, regulatory exposure and heavy reliance on successful project execution.
USA Rare Earth reported heavy 2025 losses while sharply strengthening its balance sheet and advancing its mine-to-magnet buildout. For 2025, revenue was $1.6 million with gross margin of 11.9%, and net loss attributable to the company widened to $297.6 million, or $3.31 per diluted share, driven largely by non-cash fair value adjustments.
Operating expenses were $59.7 million and capital expenditures were $37.4 million. Year-end cash and cash equivalents rose to $359.9 million from $16.8 million, and the cash balance was about $1.75 billion as of the release date, including $1.5 billion in gross proceeds from a common stock PIPE that closed in January 2026.
The company closed the acquisition of Less Common Metals, advanced its Round Top rare earth project, commissioned Phase 1a of its Stillwater magnet facility, and outlined plans for significant metal and alloy capacity expansions in the UK and France. A non-binding Letter of Intent with the U.S. Government contemplates up to $1.6 billion in CHIPS Program funding, subject to milestones and definitive documentation expected in April 2026.
Caulfield Thomas reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. director Thomas Caulfield received a grant of 2,548 restricted stock units as equity compensation. Each RSU represents one share of common stock and will fully vest on June 3, 2026, after which he will receive the underlying shares.
Following this grant, Caulfield holds 2,548 RSUs directly and 52,500 shares of common stock indirectly through The Thomas Caulfield Revocable Trust, reflecting both his new award and his existing indirect ownership position.
USA Rare Earth, Inc. director Thomas Caulfield filed an initial ownership report showing indirect beneficial ownership of 52,500 shares of common stock. These shares are held through The Thomas Caulfield Revocable Trust, and the filing does not reflect a new purchase or sale, only existing holdings.
Jacob Valerie reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. reported that Chief Legal Officer Jacob Valerie received a grant of 35,244 restricted stock units on March 17, 2026 as equity compensation. Following this award, he holds 35,244 RSUs.
The RSUs vest in two stages: one-third on March 17, 2027 and the remaining two-thirds on September 17, 2027, under the company’s 2024 Omnibus Incentive Plan and Insider Trading Policy. Each RSU represents one share of common stock to be delivered at settlement.
USA Rare Earth, Inc. disclosed that Chief Legal Officer Jacob Valerie filed an initial statement of beneficial ownership on Form 3. The filing does not report any equity transactions or derivative activity and shows no current holdings or derivative positions for Valerie in the company’s securities.
USA Rare Earth, Inc. agreed to acquire all outstanding shares of Texas Mineral Resources Corp. in an all-stock deal for 3,823,328 USA Rare Earth common shares, implying a transaction value of about $73 million based on the March 4, 2026 share price.
The merger will give USA Rare Earth 100% economic interest and sole operational control of the Round Top heavy rare earth and critical minerals project in Texas, including TMRC’s 18.6% stake and related lease and prospecting rights. The deal has been approved by both boards, is supported by TMRC insiders holding about 19% of TMRC shares, includes a $3.25 million termination fee payable by TMRC in certain scenarios, and is expected to close by the third calendar quarter of 2026 subject to TMRC stockholder approval, regulatory clearances, and other customary conditions.
USA Rare Earth, Inc. furnished a current report to let investors know it has posted a new investor presentation on the investor relations section of its website at https://investors.usare.com/news-events/presentations. The company emphasizes that the website content is not part of this report.
The information in this report is being furnished under Regulation FD and is not considered “filed” for purposes of the Securities Exchange Act of 1934, which means it is not subject to the same liability standards as filed information or automatically incorporated into other securities law filings.
Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh report beneficial ownership of 7,797,613 shares of USA Rare Earth, Inc., equal to 5.88% of its common stock. All reported shares are held with shared voting and dispositive power, with no sole power reported.
The ownership is reported on a Schedule 13G/A (Amendment No. 2) as of December 31, 2025, and is certified as acquired and held in the ordinary course of business, not for the purpose of changing or influencing control of the company.