USA Rare Earth closes $1.5B PIPE financing at $21.50/share

USA Rare Earth, Inc.

Gross proceeds $1.5B from 69.8M shares at $21.50 each.
Anchored by Inflection Point; Cantor Fitzgerald lead placement agent, Moelis co-agent.
Proceeds to accelerate mine-to-magnet value chain: mining, processing, metal-making, magnet manufacturing.
Shares unregistered; resale registration statement to be filed within 30 days of closing.
Closing date January 28, 2026.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

USA Rare Earth, Inc. entered into Purchase Agreement with several purchasers named therein valued at approximately $1.5 billion (effective 2026-01-26).

Action: entry
Agreement: equity purchase
Counterparty: several purchasers named therein
Value: approximately $1.5 billion
Effective: 2026-01-26

Exact text from the filing

on January 26, 2026, USA Rare Earth, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with the several purchasers named therein (the “Purchasers”), for the private placement (the “Private Placement”) of 69,767,442 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), for aggregate gross proceeds of approximately $1.5 billion, at a price per share of $21.50.

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284 material agreements filed in the last 30 days. Browse all material agreements →

USA Rare Earth, Inc. filing history →

Source: SEC EDGAR

accession 0001970622-26-000009

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