Source-grounded facts extracted from USA Rare Earth, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
David Kronenfeld departed as general counsel at USA Rare Earth, Inc..
“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,”
USA Rare Earth, Inc. shareholders approved Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026 at the 2026-06-03 meeting.
“Thomas Caulfield 84,594,718 — 420,894 48,822,033 Barbara Humpton 84,539,571 — 476,041 48,822,033 Otto Schwethelm 77,107,170 — 7,908,442 48,822,033 Michael Senft 79,884,823 — 5,130,789 48,822,033 Carolyn Trabuco 73,238,170 — 11,777,442 48,822,033 Proposal 2 – Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.”
USA Rare Earth, Inc. shareholders approved Election of six directors at the 2026-06-03 meeting.
“The stockholders elected six (6) Directors of the Board to serve for a one-year term until the Company’s 2027 Annual Meeting of Stockholders or a respective successor is elected and qualified or until the director’s earlier death, resignation, or removal.”
USA Rare Earth, Inc. entered into Fee-in-Lieu of Ad Valorem Taxes and Incentives Agreement with Cherokee County, South Carolina (effective 2026-06-01).
“On June 1, 2026, the Company entered into a Fee-in-Lieu of Ad Valorem Taxes and Incentives Agreement (the “Incentives Agreement”) with Cherokee County, South Carolina (the “County”) in connection with the development of the Company's rare earth magnet manufacturing facility in the County.”
USA Rare Earth, Inc. entered into Lease with TC Liberty Development, LLC (effective 2026-06-01).
“On June 1, 2026, USA Rare Earth, Inc. (the “Company”) entered into a Lease Agreement (the “Lease”) with TC Liberty Development, LLC, a Delaware limited liability company (“Landlord”), for the lease of a to-be-constructed specialty rare earth magnet manufacturing facility located on Bear Den Road in Blacksburg, Cherokee County, South Carolina (the “Premises”).”
USA Rare Earth, Inc. reported the first quarter ended March 31, 2026 results: revenue $5.7 million.
“for Western industrial leadership.” First Quarter Highlights Financial Highlights • The Company’s cash balance as of March 31, 2026 was approximately $1.75 billion • Revenues of $5.7 million • Net cash used in operating activities of $18.6 million • Capital expenditures of $38.6 million Business Highlights • Proposed U.S. Government collaboration : In January 2026,”
USA Rare Earth, Inc. entered into Agreement and Plan of Merger with SVRE Holdings Ltd. valued at $300,000,000 (effective 2026-04-19).
“On April 19, 2026, USA Rare Earth, Inc. (“ USAR ”) entered into a definitive Agreement and Plan of Merger (the “ Merger Agreement ”) by and among (i) USAR, (ii) Middlebury Merger Sub Ltd., a business company limited by shares incorporated under the laws of the British Virgin Islands and an indirect, wholly owned Subsidiary of USAR (“ Merger Sub ”), (iii) SVRE Holdings Ltd., a business company limited by shares incorporated under the laws of the British Virgin Islands (“ SVRE ” or the “ Company ”), and (iv) Serra Verde Rare Earths Ltd., a company incorporated and existing under the laws of the British Virgin Islands, solely in its capacity as the representative of the Company Shareholders (the “ Seller Representative ”).”
USA Rare Earth, Inc. reported financial results for the fourth quarter and year ended December 31, 2025.
“On March 30, 2026, USA Rare Earth, Inc. (the “Company”) issued an earnings press release announcing its financial results for the fourth quarter and year ended December 31, 2025.”
USA Rare Earth, Inc. entered into Agreement and Plan of Merger with Texas Mineral Resources Corp. (effective 2026-03-04).
“On March 4, 2026, USA Rare Earth, Inc. (“ USAR ”) entered into a definitive Agreement and Plan of Merger (the “ Merger Agreement ”) by and among USAR, Texas Mineral Resources Corp., a Delaware corporation (“ TMRC ”), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of USAR (“ First Merger Sub ”) and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of USAR (“ Second Merger Sub ” and together with First Merger Sub, the “ Merger Subs ”).”
USA Rare Earth, Inc. issued 69,767,442 shares of common stock to several purchasers named therein for $21.50 per share.
“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. On January 28, 2026 (the “Closing Date”), the Company closed the Private Placement and issued the Shares (the “Closing”). The Company intends to use the net proceeds from the”
USA Rare Earth, Inc. entered into Purchase Agreement with several purchasers named therein valued at approximately $1.5 billion (effective 2026-01-26).
“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.”
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.
“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).”
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).
“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”
USA Rare Earth, Inc. completed an acquisition involving Indian Ocean Rare Metals Pte Ltd for $100,000,000 in cash and 6.54 million shares of the Company’s common stock (closed 2025-11-18).
“and heavy rare earth permanent magnet metals and alloys at scale in its facility in Cheshire, U.K. Pursuant to the Acquisition Agreement, the purchase price paid by Buyer was $100,000,000 in cash and 6.54 million shares of the Company’s common stock (the “Acquisition Shares”), subject to the deposit of 1,010,782 shares of the Company’s common stock into escrow and”
USA Rare Earth, Inc. engaged BDO USA, P.C. as its auditor.
“the Company, through and with the approval of its Audit Committee, appointed BDO as its independent registered public accounting firm.”
Horne LLP resigned as auditor of USA Rare Earth, Inc..
“Horne resigned as the Company’s independent registered public accounting firm effective as of November 1, 2025.”
USA Rare Earth, Inc.: Amended Certificate of Designation to reduce the conversion price of Series A Preferred Stock to $7.00 upon consummation of the Private Placement (effective 2025-05-01).
“On May 1, 2025, in connection with the Private Placement, and 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 (the “ Certificate of Designation ”).”
USA Rare Earth, Inc. engaged HORNE LLP as its auditor.
“On April 23, 2025, the Audit Committee approved the engagement of HORNE LLP (" HORNE ") as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2025.”
USA Rare Earth, Inc. dismissed UHY LLP as its auditor.
“On April 23, 2025, the Audit Committee of the Board of Directors of the Company (the " Audit Committee ") approved the dismissal of UHY LLP (" UHY ") as the Company’s independent registered public accounting firm.”
USA Rare Earth, Inc.: Amendments to Certificate of Incorporation and Bylaws disclosed via incorporation by reference.
“The disclosure set forth in Item 3.03 of this Current Report is incorporated in this Item 5.03 by reference”
USA Rare Earth, Inc.: IPXX ceased being a shell company as a result of the Business Combination.
“As a result of the Business Combination, IPXX ceased being a shell company when it merged into USA Rare Earth, LLC upon the completion of the Merger”
USA Rare Earth, Inc.: Adopted a new Code of Business Conduct and Ethics effective upon the Merger.
“Effective upon the Effective Time of the Merger, in connection with the consummation of the Business Combination, the Board adopted a new Code of Business Conduct and Ethics”
USA Rare Earth, Inc. underwent a change of control involving USA Rare Earth, LLC for $800,000,000 (closed 2025-03-12).
“Stock (the “ Aggregate Base Consideration ”). The Aggregate Base Consideration was calculated as (i) the number of shares of New USARE Common Stock equal to the quotient of (a) $800,000,000 divided by (b) the redemption price of $10.99687276. 3 The “ Exchange Ratio ” was equal to 0.2043578. The Exchange Ratio was calculated as the Aggregate Base Consideration”
Robert Fredette was appointed as Director of Magnet Operations at USA Rare Earth, Inc..
“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.”
Christopher Boling was appointed as Corporate Controller and Principal Accounting Officer at USA Rare Earth, Inc..
“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.”
Steve Ridge was appointed as Chief Operating Officer at USA Rare Earth, Inc..
“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.”
David Kronenfeld was appointed as Chief Legal Officer and Corporate Secretary at USA Rare Earth, Inc..
“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.”
Joshua Ballard was appointed as Chief Executive Officer at USA Rare Earth, Inc..
“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.”
Michael Blitzer was appointed as Chairperson at USA Rare Earth, Inc..
“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.”
Carolyn Trabuco was appointed as director at USA Rare Earth, Inc..
“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.”
Tready Smith was appointed as director at USA Rare Earth, Inc..
“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.”
Michael Senft was appointed as director at USA Rare Earth, Inc..
“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.”
Otto Schwethelm was appointed as director at USA Rare Earth, Inc..
“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.”
Paul Kern was appointed as director at USA Rare Earth, Inc..
“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.”
Mordechai Gutnick was appointed as director at USA Rare Earth, Inc..
“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.”
Michael Blitzer was appointed as director at USA Rare Earth, Inc..
“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.”
Joshua Ballard was appointed as director at USA Rare Earth, Inc..
“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.”
Peter Ondishin resigned as Chief Financial Officer at USA Rare Earth, Inc..
“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.”
Michael Blitzer resigned as Chief Executive Officer at USA Rare Earth, Inc..
“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.”
Samuel Sayegh resigned as director at USA Rare Earth, Inc..
“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.”
Eliot Richmond resigned as director at USA Rare Earth, Inc..
“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.”
Erica Dorfman resigned as director at USA Rare Earth, Inc..
“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.”
Nicholas Shekerdemian resigned as director at USA Rare Earth, Inc..
“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.”
Paula Sutter resigned as director at USA Rare Earth, Inc..
“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.”
USA Rare Earth, Inc.: Filed Certificate of Incorporation with Delaware Secretary of State in connection with domestication (effective 2025-03-12).
“On March 12, 2025, in connection with the Domestication, IPXX filed the Certificate of Incorporation with the Secretary of State of the State of Delaware”
William Robert Steele Jr. was appointed as Chief Financial Officer at USA Rare Earth, Inc..
“Mr. Steele will be employed as the Chief Financial Officer of the Company.”
USA Rare Earth, Inc.: Amended charter to extend business combination deadline from November 30, 2024 to August 21, 2025 (effective 2024-11-18).
“the Company filed the Extension Amendment with the Cayman Islands Registrar of Companies”
USA Rare Earth, Inc.: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2023-05-24).
“On May 24, 2023, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “ Amended Charter ”), effective the same day.”
USA Rare Earth, Inc. entered into Private Placement Warrants Purchase Agreement (Representative) with Cantor Fitzgerald & Co. (effective 2023-05-24).
“● A Private Placement Warrants Purchase Agreement, dated May 24, 2023, by and between the Company and the Representative (the “ Representative Private Placement Warrants Purchase Agreement ” and together with Sponsor Private Placement Warrants Purchase Agreement, the “ Private Placement Warrant Purchase Agreements ”), a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference.”
USA Rare Earth, Inc. entered into Private Placement Warrants Purchase Agreement (Sponsor) with Inflection Point Holdings II LLC (effective 2023-05-24).
“● A Private Placement Warrants Purchase Agreement, dated May 24, 2023, by and between the Company and the Sponsor (the “ Sponsor Private Placement Warrants Purchase Agreement ”), a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.