8-K current report · filed Jul 23, 2026

USA Rare Earth, Inc. (USAR) 8-K Current Report: July 23, 2026

Item 8.01Item 7.01Item EX-99.1USAR overview

Short answer

USA Rare Earth, Inc. (USAR) filed an 8-K current report with the SEC on July 23, 2026 reporting Item 8.01 (Other Events), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). Boilerplate SEC incorporation-by-reference language only.

USA Rare Earth, Inc. 8-K event analysis

AI summary of each reported item and its exhibits

Item 7.01 · Regulation FD Disclosure

  • Boilerplate SEC incorporation-by-reference language only
  • No substantive Regulation FD disclosure or investor-actionable information identified

Item 8.01 · Other Events

  • EUR22.5M USAR investment in Carester, combining cash and USAR stock, for approximately 13.6% ownership
  • EUR11.67M in-kind contribution requires issuing USAR Common Stock, creating dilution that remains undetermined until closing
  • USAR will acquire EUR17.5M of Carester shares from the Founder and Solvay, facilitating Solvay’s full exit
  • Completion expected in Q3 2026, conditional on the Rhodia Exit and customary closing conditions
  • New shareholders’ agreement adds governance and specified-matter consent rights for USAR and InfraVia

Item EX-99.1 · Exhibit EX-99.1

  • Strategic minority stakes of approximately 13.6% each in Carester and InfraVia’s parallel investment formalize the European partnership
  • Caremag commissioning targeted for Q4 2026, with planned annual output of 800 tpa NdPr, 500 tpa Dy, and 100 tpa Tb oxides
  • Dy and Tb output expected to represent approximately 15% of current world production, strengthening USAR’s heavy rare-earth supply position
  • USAR and LCM Europe gain oxide purchasing rights and Carester technology access, while Carester gains Serra Verde and Round Top feedstock access
  • Funding expected in Q3 2026, subject to customary conditions; completion and Caremag commissioning remain execution risks

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