USA Rare Earth secures $1.5B private placement and $1.6B U.S. government LOI

USA Rare Earth, Inc.

Private placement of 69.8M shares at $21.50 for ~$1.5B gross proceeds; closes Jan 28, 2026.
Non-binding LOI with U.S. Dept of Commerce for $277M CHIPS Act grant + $1.3B 15-yr senior secured debt at Treasury+150bps.
Government funding subject to milestones including raising $500M non-federal (satisfied by private placement), supply agreements, and capex of $4.1B.
Preliminary FY2025 results announced; specific financial figures not disclosed in filing.
Amended preferred stock and warrant terms to exclude government financing from anti-dilution adjustments.

item 1.01 item 2.02 item 3.02 item 5.03 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

USA Rare Earth, Inc. issued warrants initially exercisable to purchase common stock at $12.00 per share and currently exercisable to purchase common stock at $7.00 per share of warrant to holders of the Existing Warrants for amendment provided that any Government Financing is an 'Exempt Issuance' and will not result in any adjustment of the Exercise Price.

Security: warrant
Shares: warrants initially exercisable to purchase common stock at $12.00 per share and currently exercisable to purchase common stock at $7.00 per share
Purchaser: holders of the Existing Warrants
Consideration: amendment provided that any Government Financing is an 'Exempt Issuance' and will not result in any adjustment of the Exercise Price

Exact text from the filing

the Company entered into amendments (the " Warrant Amendments ") with each holder of the Company’s warrants initially exercisable to purchase common stock at $12.00 per share and currently exercisable to purchase common stock at $7.00 per share, subject to adjustment, initially exercisable on March 13, 2025 (the " Existing Warrants ") to provide that any Government Financing is an "Exempt Issuance" (as defined in the respective Warrant Amendments) and therefore will not result in any adjustment of the Exercise Price (as defined in the respective Existing Warrants).

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

USA Rare Earth, Inc.: Amended Certificate of Designation to provide that any Government Financing is an Exempt Issuance, eliminating conversion price adjustments for such financings (effective 2026-01-26).

Change: charter amendment
Effective: 2026-01-26

Exact text from the filing

On January 26, 2026, following approval of the board of directors of the Company and the required holders of the Company’s 12.0% Series A Cumulative Convertible Preferred Stock (the “ Series A Preferred Stock ”), the Company adopted and filed with the Secretary of State of the State of Delaware, a certificate of amendment (the “ Certificate of Amendment ”) to the Company’s Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (as previously amended on May 1, 2025, the “ Certificate of Designation ”). Pursuant to the Certificate of Amendment, the provisions of the Certificate of Designation providing for the adjustment of the Conversion Price (as defined in the Certificate of Designation) in the event of certain issuances or deemed issuances of shares of common stock by the Company were amended. In particular, the Certificate of Amendment provides that any Government Financing is an “Exempt Issuance” (as defined in the

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USA Rare Earth, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-26-007457

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