USA Rare Earth (USAR) Proxy filing summary

Executive summary

• Entered into a definitive merger agreement on April 19, 2026, to acquire SVRE Holdings Ltd., making it an indirect, wholly owned subsidiary.

• Issued 126.8 million shares and paid $300 million in cash as merger consideration; also completed a $1.5 billion private placement in January 2026.

• Secured $1.6 billion in U.S. government funding, including $277 million in direct awards and $1.3 billion in senior secured debt, contingent on project milestones.

• Pro forma financials reflect the merger, private placement, government funding, and related transactions as of March 31, 2026, and for the year ended December 31, 2025.

• Forward-looking statements highlight risks related to transaction completion, integration, financing, and operational milestones.

Voting matters and shareholder proposals

• Proxy statement solicits approval for the issuance of common stock as merger consideration and other related matters.

• SVRE shareholders approved the merger by written consent; only USAR shareholders will vote.

Board of directors and corporate governance

• Directors, executive officers, and certain employees are participants in the proxy solicitation; their interests and holdings are disclosed in the proxy materials.