USAR

Business Context and Reporting Period

Company: USA Rare Earth, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 28, 2026
Event: Special Meeting of Stockholders held to vote on merger-related proposals.

Key Financial Metrics

This filing is a current report regarding corporate governance and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.

Material Changes and Corporate Actions

The primary material event reported is the approval of a merger transaction via stockholder vote. Key details include:

• Merger Approval: Stockholders approved the issuance of 126,849,307 shares of Common Stock in connection with a merger involving Middlebury Merger Sub, Ltd., SVRE Holdings Ltd., and Serra Verde Rare Earths Ltd.
• Adjournment: Stockholders approved a proposal to adjourn the meeting if necessary to solicit additional proxies.
• Voting Structure: Common Stock and Series A Preferred Stock (on an as-converted basis) voted as a single class.
• Outstanding Shares (as of July 22, 2026): 244,720,099 shares of Common Stock and 1,224,351 shares of Series A Preferred Stock (representing 247,181,020 shares on an as-converted basis).

Voting Results

Guidance, Outlook, and Risks

The filing text does not provide management commentary, financial guidance, outlook, or specific risk factors beyond the context of the merger transaction. No unusual items or contingencies are detailed in this specific report.

Investor Verification Checklist

• Verify the final closing date and conditions precedent for the merger with SVRE Holdings Ltd. and Serra Verde Rare Earths Ltd.
• Confirm the exact dilution impact of the 126,849,307 newly issued shares on existing shareholders.
• Review the full Agreement and Plan of Merger (dated April 19, 2026, as amended July 16, 2026) for specific terms not detailed in this 8-K.
• Monitor subsequent filings for the actual issuance of shares and any changes to the capital structure.