USA Rare Earth (USAR) Proxy filing summary

Executive summary

• The proxy filing seeks shareholder approval for a merger between a subsidiary and SVRE Holdings Ltd., with SVRE securityholders to receive $300 million in cash and 126,849,307 shares of common stock, representing about 34% of the combined company post-merger.

• The merger aims to create a fully integrated rare earth and permanent magnet value chain, with operations spanning the U.S., U.K., France, and Brazil, and is expected to close in Q3 2026.

• The board unanimously recommends voting in favor of the share issuance and adjournment proposals, citing strategic, operational, and financial benefits, including supply chain security and embedded growth opportunities.

• The merger consideration and terms were deemed fair from a financial point of view by Moelis & Company, the board’s financial advisor.

Voting matters and shareholder proposals

• Shareholders are asked to approve the issuance of 126,849,307 shares of common stock for the merger and to approve adjournment of the meeting if more time is needed to solicit votes.

• Approval of the share issuance proposal is required for the merger to proceed; both proposals require a majority of votes cast.

• Certain directors and executive officers, holding about 9% of shares, have agreed to vote in favor of the proposals.

Board of directors and corporate governance

• Post-merger, Sir Mick Davis and Thras Moraitis will join the board, with VB (Rare Earths) Limited retaining the right to designate a director as long as it holds at least 5% of shares.

• The board will be expanded to eight members at closing, then reduced to six at the next annual meeting.

• The board will remain majority independent.