Highest-materiality recent filing
USAR: Offtake Amendment satisfies merger condition; two lawsuits filed
Offtake Amendment: $750M funding provided, $500M debt commitment, $300M forward purchases.
USA Rare Earth Q2: EPS -$0.05, rev $5.8M; $1.6B DOE funding, $2.8B Serra Verde acquisition
Q2 net loss $10.3M vs $142.5M loss YoY; diluted EPS -$0.05 vs -$1.54; revenue $5.8M; cash $1.53B
USA Rare Earth completes acquisition of Texas Mineral Resources Corp
Merger completed Aug 7, 2026; TMRC now wholly owned subsidiary of USAR.
USA Rare Earth invests EUR 22.5M for 13.6% stake in Carester, secures rare earth oxide access
USAR to invest EUR 22.5M (cash + stock) for ~13.6% of Carester; InfraVia invests EUR 22.5M for similar stake.
USA Rare Earth CEO Humpton to retire Oct 1; Moraitis named CEO; Blitzer becomes Executive Chair
Barbara Humpton to retire as CEO and director effective Oct 1, 2026; retirement not due to any disagreement with the company.
Amendment No. 1 adds condition that offtake agreement be in full force and effect at closing; long-stop date extended to Aug 14, 2026.
USA Rare Earth ends relationship with general counsel David Kronenfeld, effective Aug 7, 2026
Cash severance of $170,625 (6 months salary); COBRA healthcare for 6 months.
USAR files amended proxy for SVRE merger with updated pro forma and financing
Merger consideration: 126.85M USAR shares plus $300M cash for SVRE.
Merger consideration: $300M cash + 126.8M shares of USAR common stock for SVRE; pro forma financials filed.
USA Rare Earth reports annual meeting voting results; elects six directors, ratifies auditor
Elected six directors: Michael Blitzer, Dr. Thomas Caulfield, Barbara Humpton, Otto Schwethelm, Michael Senft, Carolyn Trabuco.
USAR signs $1.6B CHIPS Act funding agreements with DOC for rare earth & magnet projects
$277M in direct awards and $1.3B loan guarantee (15-yr, Treas+150bps) from DOC under CHIPS Act.
USA Rare Earth selects South Carolina for $1.2B magnet facility; 490 jobs, 6,400 tpa capacity
Lease for 800,000 sq ft facility in Blacksburg, SC; initial 20-year term with two 10-year renewal options.
USA Rare Earth posts $0.34 diluted EPS loss; $1.75B cash; announces $2.8B Serra Verde deal
Q1 net loss of $67.0M ($0.34 diluted EPS loss); adjusted diluted EPS loss of $0.12.
USA Rare Earth files audited SVRE financials, pro forma, and updates risk factors for pending merger
SVRE audited financials for 2025 and 2024 filed as Exhibit 99.3; unaudited pro forma combined financials as Exhibit 99.4.
Mordechai Gutnick and General Paul Kern notified Board they will not stand for reelection at June 3, 2026 annual meeting.
USA Rare Earth to acquire SVRE Holdings for $300M cash and 126.8M shares; expected close Q3 2026
Deal: $300M cash + 126,849,307 USAR shares to SVRE shareholders; warrants and equity awards converted.
USA Rare Earth enters definitive merger agreement to acquire SVRE Holdings Ltd.
Definitive merger agreement signed April 19, 2026 to acquire SVRE Holdings Ltd. (Serra Verde Rare Earths) via reverse triangular merger.
USA Rare Earth to acquire ~12.5% stake in Carester SAS; partners with InfraVia
Each of USA Rare Earth and InfraVia to hold approximately 12.5% equity interests in Carester.
USA Rare Earth FY2025 operating loss $59.5M; year-end cash $360M; $1.5B PIPE closed
FY2025 operating loss $59.5M, net loss $297.6M ($3.31 diluted EPS); adjusted net loss $80.0M ($0.82/share).
USA Rare Earth appoints Dr. Thomas Caulfield (GlobalFoundries Exec Chairman) to board
Dr. Thomas Caulfield appointed to board effective March 9, 2026; fills vacancy from Tready Smith's resignation (no disagreement).
USAR to issue 3,823,328 shares to acquire all TMRC shares; implied value ~$73M based on Mar 4 close.
USA Rare Earth posts investor presentation on company website
Company made an investor presentation available on its IR website on Feb 26, 2026.
USA Rare Earth amends 8-K, waives requirement for acquired co financials after SEC consultation
Original acquisition of Indian Ocean Rare Metals closed Nov 18, 2025 for $100M cash + 6.54M shares.
USA Rare Earth closes $1.5B PIPE financing at $21.50/share
Gross proceeds $1.5B from 69.8M shares at $21.50 each.
USA Rare Earth secures $1.5B private placement and $1.6B U.S. government LOI
Private placement of 69.8M shares at $21.50 for ~$1.5B gross proceeds; closes Jan 28, 2026.
USA Rare Earth closes $100M cash + 6.54M shares acquisition of Less Common Metals
Purchase price: $100M in cash plus 6.54 million shares of USAR common stock, subject to escrow and post-closing adjustments.
USA Rare Earth appoints BDO as new auditor after Horne LLP resignation
Horne LLP resigned as independent auditor effective Nov 1, 2025, after its partners and staff joined BDO USA, P.C.
USA Rare Earth Q3 net loss $156.7M; cash >$400M; magnet facility on track for Q1 2026
GAAP net loss $156.7M ($1.64/share); adjusted net loss $25.6M ($0.25/share); operating loss $15.9M.
Notice of redemption of all outstanding warrants (USARW) at $0.01 per warrant, valid until 5:00 PM NYC on Dec 1, 2025.
USAR acquires LCM for $100M+6.74M shares; raises $125M via placement; appoints Barbara Humpton CEO
Acquires Less Common Metals (LCM), ex-China rare earth metal producer, for $100M cash and 6.74M USAR shares.
Q2 GAAP net loss $142.7M ($1.54/sh) vs $2.8M loss in Q2 2024; adjusted net loss $7.8M ($0.08/sh).
COO Steve Ridge retires from USA Rare Earth; receives $5,000 cash and $450K RSU grant
Steve Ridge, COO, retired effective July 4, 2025; will serve as part-time consultant for three months at $150/hour.
USA Rare Earth stockholders approve warrant share issuance and settle Ramco litigation
Stockholders approved issuance of up to 10,714,286 common shares under warrant to institutional investor from May 2 private placement.
Net loss attributable to USARE stockholders $15.7M in 2024 vs $7.4M in 2023; total net loss $16.4M.
USA Rare Earth reports Q1 operational milestones; no financial figures provided
Merged with Inflection Point and began trading on Nasdaq on March 14, 2025.
USA Rare Earth closes $75M PIPE; issues shares and warrants, Series A conversion price reduced to $7
Closed $75M PIPE with single institutional investor; issued 8.55M shares, 2.16M pre-funded warrants, 10.71M warrants at $7 exercise price.
USA Rare Earth raises $75M via PIPE for magnet facility capex
Gross proceeds of $75M from issuance of ~8.55M common shares, pre-funded warrants for ~2.16M shares, and warrants for ~10.71M shares at $7.00 strike, 6-year term.
USA Rare Earth dismisses UHY, engages HORNE as new auditor
Audit committee dismissed UHY LLP as independent auditor on April 23, 2025.
USA Rare Earth completes business combination with IPXX; becomes successor issuer
Business combination closed March 13, 2025; Merger Sub merged with USA Rare Earth, LLC.
USA Rare Earth closes business combination; common and warrants start trading on Nasdaq
Business combination between SPAC IPXX and USARE OpCo closed March 13, 2025; company renamed USA Rare Earth, Inc.
On March 12, 2025, IPXX domesticated from Cayman Islands to Delaware, becoming USA Rare Earth, Inc. (USAR).
USA Rare Earth appoints William Robert Steele Jr. as CFO effective March 24, 2025
Steele will serve as principal financial and accounting officer; base salary of $400,000.
Inflection Point II enters forward purchase agreements for up to 1.89M shares with three investors
Harraden commits to hold up to 892,825 IPXX shares; Newtyn up to 700,000; L1 up to 297,669.
IPXX shareholders approve merger with USA Rare Earth at March 10 vote
Business combination approved: 6,989,743 for, 195,818 against, 10 abstain.
Engaged Benchmark, Canaccord Genuity, and Roth Capital as capital markets advisors for the USARE business combination.
Inflection Point furnishes updated investor presentation for USARE business combination
Updated presentation (Exhibit 99.1) for proposed combination with USA Rare Earth, LLC, filed Feb 12, 2025.
Inflection Point amends BCA with USA Rare Earth; pre-funds $8.5M, removes warrant forfeiture
Amendment No. 2 sets initial directors of New USARE and modifies governance and document delivery conditions.
Inflection Point II provides updated investor presentation for USA Rare Earth merger
Business combination agreement with USA Rare Earth signed Aug 21, 2024; amended Nov 12, 2024 and Jan 30, 2025.
Amendment dated Jan 22, 2025 replaces fixed 104,167 Series A shares with a number equal to conversion of Blitzer’s 122,549 Class A-2 Convertible Preferred Units (including PIK interest).
Inflection Point II extends deadline to Aug 2025; 22.8M shares redeemed at ~$10.83
Shareholders approved extension of business combination deadline from Nov 30, 2024 to Aug 21, 2025.
Barbara Humpton will retire as Chief Executive Officer and as a director of the Company, effective on October 1, 2026
On June 16, 2026, USA Rare Earth, Inc. (the “Company”) decided to end its relationship with David Kronenfeld, the Company’s general counsel, pursuant to a transition and separation agreement (the “Transition and Separation Agreement”) according to which Mr. Kronenfeld’s employment will end on August 7, 2026,
At the Effective Time of the Merger, each of Paula Sutter, Nicholas Shekerdemian, Erica Dorfman, Eliot Richmond and Samuel Sayegh resigned as directors of IPXX with immediate effect.
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
At the Effective Time of the Merger, each of Michael Blitzer and Peter Ondishin resigned from their roles as Chief Executive Officer and Chief Financial Officer, respectively.
the following New USARE executive officers were appointed: Michael Blitzer was appointed the Chairperson of the New USARE board, Joshua Ballard was appointed Chief Executive Officer, David Kronenfeld was appointed Chief Legal Officer and Corporate Secretary, Steve Ridge was appointed Chief Operating Officer, and Christopher Boling was appointed Corporate Controller and Principal Accounting Officer and Robert Fredette was appointed Director of Magnet Operations.
the following New USARE executive officers were appointed: Michael Blitzer was appointed the Chairperson of the New USARE board, Joshua Ballard was appointed Chief Executive Officer, David Kronenfeld was appointed Chief Legal Officer and Corporate Secretary, Steve Ridge was appointed Chief Operating Officer, and Christopher Boling was appointed Corporate Controller and Principal Accounting Officer and Robert Fredette was appointed Director of Magnet Operations.
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
the following New USARE executive officers were appointed: Michael Blitzer was appointed the Chairperson of the New USARE board, Joshua Ballard was appointed Chief Executive Officer, David Kronenfeld was appointed Chief Legal Officer and Corporate Secretary, Steve Ridge was appointed Chief Operating Officer, and Christopher Boling was appointed Corporate Controller and Principal Accounting Officer and Robert Fredette was appointed Director of Magnet Operations.
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
At the Effective Time of the Merger, each of Paula Sutter, Nicholas Shekerdemian, Erica Dorfman, Eliot Richmond and Samuel Sayegh resigned as directors of IPXX with immediate effect.
Max materiality 0.95 · Median 0.70 · Most common event other_material