USAR

Business Context and Reporting Period

Company: USA Rare Earth, Inc. (USAR)
Filing Type: Form 8-K (Current Report)
Date of Report: July 22, 2026
Reporting Period: Event-based report regarding a Share Purchase and Investment Agreement entered into on July 22, 2026.

Key Financial Metrics and Transaction Details

This filing details a strategic investment in Carester SAS rather than standard operating financial results. Key transaction metrics include:

• Total Investment in Carester: EUR 45,000,225.00 by New Investors (USAR and InfraVia).
• USAR Cash Contribution: EUR 10,833,525.00 for 48,149 Preferred Shares RR.
• USAR In-Kind Contribution: EUR 11,666,700.00 paid via issuance of USAR Common Stock for 51,852 Preferred Shares RR.
• Total USAR Investment: EUR 22,500,225.00 (Cash + In-Kind).
• Post-Transaction Ownership: USAR will hold approximately 13.6% of Carester's share capital (177,778 Preferred Shares RR) upon completion.
• Secondary Transaction: USAR acquiring 22,222 ordinary shares from the Founder for EUR 4,999,950.
• Rhodia Exit: USAR acquiring 55,555 shares from Rhodia Opérations (Solvay) for EUR 12,499,875.00.

Note: The filing does not provide USAR's current revenue, profit, cash flow, or debt levels.

Material Changes and Transaction Structure

The filing announces a material change in USAR's capital structure and strategic positioning through the following simultaneous transactions:

1. Share Capital Increase: Carester issues preferred shares to USAR and InfraVia via cash and in-kind stock contributions.
2. Secondary Sale: New Investors purchase existing shares from the Founder (Frédéric Carencotte).
3. Rhodia Exit: New Investors purchase all shares held by Solvay (via Rhodia Opérations), resulting in Solvay's full exit from Carester.
4. Expected Closing: Third quarter of 2026, subject to customary conditions and the execution of the Rhodia Share Purchase Agreement.

Outlook, Risks, and Management Commentary

Strategic Rationale: Management expects the investment to secure rare-earth feedstock/supply chain access and European rare-earth oxide production capacity.

Forward-Looking Risks:

• Transactions may not complete in a timely manner or at all.
• Anticipated benefits may not be realized due to market changes, construction delays, or integration risks.
• Dilution Uncertainty: The exact number of USAR Common Stock shares to be issued for the in-kind contribution is not yet known; it depends on the closing price nine days prior to closing and the USD-EUR exchange rate.
• Pending merger with SVRE Holdings Ltd. introduces additional risk.

Investor Verification Checklist

• Verify the final number of USAR Common Stock shares to be issued for the in-kind contribution once the closing date is set.
• Confirm the execution of the separate Share Purchase Agreement with Rhodia Opérations required for the Solvay exit.
• Monitor the status of the pending merger with SVRE Holdings Ltd. and its potential impact on this transaction.
• Review the New Shareholders' Agreement for specific governance rights and consent provisions granted to USAR.
• Assess the impact of the EUR 22.5M total commitment on USAR's liquidity and cash reserves.