USAR — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-14

• The following discussion and analysis is intended to help the reader understand our results of operations and financial condition. It should be read in conjunction with the Condensed Consolidated Financial Statements and related Notes included in Part I, Item 1, “Financial Statements (Unaudited),” i…

• We are building a leading global rare earth value chain, from mine to magnet and beyond. We intend to secure, reshore, and grow the materials intelligence and production technologies required to stand up a resilient rare earth industry. This advanced industrial operating system should strengthen sup…

• During 2025, we completed two transactions that materially affect the comparability of the results discussed below. On March 13, 2025, we consummated our business combination with USA Rare Earth, LLC and became a publicly traded company on Nasdaq under the symbol “USAR.” On November 18, 2025, we acq…

• As a result, the three months ended March 31, 2026 reflect a full quarter of Less Common Metals’ operations, while the prior-year period reflects none. All of our revenue for the three months ended March 31, 2026 is attributable to Less Common Metals. Accordingly, revenue, gross profit, and operatin…

• For a complete description of both transactions, refer to Note 2, “Merger Transaction and Acquisition,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) filed with the SEC on March 30, …

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• USA Rare Earth, Inc. (“USAR”), is a company with a mission to establish a vertically integrated, domestic rare earth magnet supply chain that supports the future state of energy, mobility, and national security in the United States (“U.S.”). We are developing our Stillwater Facility, located in Stil…

• We acquired the land at Stillwater, Oklahoma, and other assets that together comprises our Stillwater Facility. Our Stillwater Facility will be used to research, develop and produce neo magnets of which we are currently in the process of completing our magnet production capabilities which is necessa…

• We control certain mining rights to Round Top Mountain, which is located near Sierra Blanca, Texas, that contains the Round Top Mountain deposit, the mining, and the extraction of rare earth minerals which comprises our Round Top Project. We have not yet begun to extract any minerals from the Round …

• We have not yet commenced production in connection with either our Round Top Project or our Stillwater Facility and, consequently, we do not currently have any operating income or cash flows. Accordingly, we do not currently generate, nor have we realized to date, any revenues.

• On September 24, 2025, we entered into a securities purchase agreement with a purchaser for the private placement of 8.33 million shares of our common stock for gross proceeds of $125.0 million (“$125M PIPE”). The $125M PIPE offering closed on September 29, 2025.

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future resul…

• •development of our magnet production facility, the timing of expected production milestones and associated costs;

• •the expected timing and likelihood of completing the proposed acquisition (the “LCM Acquisition”) of Indian Ocean Rare Metals Pte Ltd (“IORM”) and its operating subsidiary, Less Common Metals Ltd. (“LCM”);

• •the ability to realize the benefits expected from the LCM Acquisition;

• •proceeds that will be received as a result of the exercise of outstanding warrants to purchase common stock;

Text added vs the prior filing · source: 10-Q · 2026-05-14

• We maintain disclosure controls and procedures as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our disclosure controls and procedures have been designed to provide reasonable assurance that information required to be disclosed i…

• Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of March 31, 2026. Based on that evaluation, our CEO and CFO concluded that as of such date, our disclosure con…

• There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the first quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control o…

• The effectiveness of any system of controls and procedures is subject to certain limitations, and, as a result, there can be no assurance our controls and procedures will detect all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolut…

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future resul…

• •development of our magnet production facility, the timing of expected production milestones and associated costs;

• •the expected timing and likelihood of completing the proposed acquisition (the “LCM Acquisition”) of Indian Ocean Rare Metals Pte Ltd (“IORM”) and its operating subsidiary, Less Common Metals Ltd. (“LCM”);

• •the ability to realize the benefits expected from the LCM Acquisition;

• •proceeds that will be received as a result of the exercise of outstanding warrants to purchase common stock;

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future resul…

• •development of our magnet production facility, the timing of expected production milestones and associated costs;

• •the expected timing and likelihood of completing the proposed acquisition (the “LCM Acquisition”) of Indian Ocean Rare Metals Pte Ltd (“IORM”) and its operating subsidiary, Less Common Metals Ltd. (“LCM”);

• •the ability to realize the benefits expected from the LCM Acquisition;

• •proceeds that will be received as a result of the exercise of outstanding warrants to purchase common stock;

Text added vs the prior filing · source: 10-Q · 2026-05-14

• Factors that could cause the Company’s actual results to differ materially from those in this report include the risk factors described in the Company’s 2025 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 30, 2026.

• As of the date of this Quarterly Report on Form 10-Q, other than as set out in Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2026 (which is incorporated by reference herein), there have been no material changes to the risk factors disclosed in the Company’s …

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• Factors that could cause the Company’s actual results to differ materially from those in this report include the risk factors described in the Company’s 2024 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2025, as supplemented by the risk factors d…

• As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in the Company’s 2024 Annual Report on Form 10-K and as supplemented by the risk factors described in the Company’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2…

• The Company is or may be subject to risks associated with strategic alliances and acquisitions.

• The Company has entered into and may in the future enter into strategic alliances, including joint ventures or minority equity investments, with various third parties to further the Company’s business purpose from time-to-time. These alliances could subject the Company to a number of risks, includin…

• In addition, the Company may acquire additional assets, products, technologies or businesses that are complementary to its existing business, if appropriate opportunities arise. In addition to a potential requirement for shareholder approval, the Company may also have to obtain approvals and license…

Text added vs the prior filing · source: 10-Q · 2026-05-14

• During the quarter ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future resul…

• •development of our magnet production facility, the timing of expected production milestones and associated costs;

• •the expected timing and likelihood of completing the proposed acquisition (the “LCM Acquisition”) of Indian Ocean Rare Metals Pte Ltd (“IORM”) and its operating subsidiary, Less Common Metals Ltd. (“LCM”);

• •the ability to realize the benefits expected from the LCM Acquisition;

• •proceeds that will be received as a result of the exercise of outstanding warrants to purchase common stock;