USA Rare Earth (USAR) Proxy filing summary

Executive summary

• Special Meeting scheduled for August 28, 2026, to vote on the merger between a subsidiary and SVRE Holdings Ltd., with SVRE securityholders to own 34.1% of the combined company post-merger.

• Merger consideration includes $300 million in cash and 126,849,307 shares of common stock, subject to adjustments.

• The merger aims to create a fully integrated rare earth and permanent magnet value chain, enhancing supply chain security for critical industries.

• Board unanimously recommends voting “FOR” the share issuance and adjournment proposals.

• Moelis & Company provided a fairness opinion, deeming the merger consideration fair from a financial perspective.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of 126,849,307 shares of common stock for the merger.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit proxies.

• Both proposals require a majority of votes cast for approval.

• Certain stockholders holding about 8% of common stock have agreed to vote in favor.

Board of directors and corporate governance

• Post-merger, Sir Mick Davis and Thras Moraitis will join the board; VB (Rare Earths) Limited retains board nomination rights if it holds at least 5% of shares.

• Board size will temporarily increase to eight, then reduce to six after the 2026 annual meeting.

• Board will remain majority independent.