---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-26-079438"
form_type: "8-K"
ticker: "USAR"
cik: "0001970622"
company_name: "USA Rare Earth, Inc."
filed_at: "2026-07-20T13:00:39+00:00"
generated_at: "2026-07-20T13:02:22.132963+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# USA Rare Earth CEO Humpton to retire Oct 1; Moraitis named CEO; Blitzer becomes Executive Chair

## Summary
- Barbara Humpton to retire as CEO and director effective Oct 1, 2026; retirement not due to any disagreement with the company.
- Thras Moraitis, current CEO of Serra Verde, appointed as CEO effective Oct 1; will serve as President until then.
- Michael Blitzer elected Executive Chairman effective immediately; receives $170k annual cash retainer and RSU grants.
- Serra Verde merger expected to close by end of August 2026; Moraitis to lead combined company.

## SEC filing metadata
- accession: 0001213900-26-079438
- form_type: 8-K
- ticker: USAR
- cik: 0001970622
- company_name: USA Rare Earth, Inc.
- filed_at: 2026-07-20T13:00:39+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1970622/000121390026079438/0001213900-26-079438-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1970622/000121390026079438/ea0298490-8k_usarare.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-079438
- JSON: https://secwatch.observer/filing/0001213900-26-079438.json
- Plain text: https://secwatch.observer/filing/0001213900-26-079438.txt

## Key facts
- Executive change
  Barbara Humpton departed as Chief Executive Officer and Director at USA Rare Earth, Inc..
  - Action: retire
  - Role: Chief Executive Officer and Director
  source text: Barbara Humpton will retire as Chief Executive Officer and as a director of the Company, effective on October 1, 2026
  evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390026079438/0001213900-26-079438-index.htm

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