---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-26-007457"
form_type: "8-K"
ticker: "USAR"
cik: "0001970622"
company_name: "USA Rare Earth, Inc."
filed_at: "2026-01-26T23:59:59+00:00"
generated_at: "2026-05-16T08:06:59.005428+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.95
calibrated_materiality_score: 0.95
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001213900-26-007457
- form_type: 8-K
- ticker: USAR
- cik: 0001970622
- company_name: USA Rare Earth, Inc.
- filed_at: 2026-01-26T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.95
- calibrated_materiality_score: 0.95
- confidence: high
- sec_items: 1.01, 2.02, 3.02, 5.03, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1970622/000121390026007457/0001213900-26-007457-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1970622/000121390026007457/ea0274031-8k_usarare.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-007457
- JSON: https://secwatch.observer/filing/0001213900-26-007457.json
- Plain text: https://secwatch.observer/filing/0001213900-26-007457.txt

## Source-grounded claims
- claim_id: 53ec0a04d2fdbb234dcc1a4b785fe690117bdf4e
  claim: 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).
  evidence_excerpt: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390026007457/0001213900-26-007457-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.