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 upon closing.

• The merger consideration includes 126.8 million shares of common stock and $300 million in cash, with all SVRE warrants, RSUs, and SARs converted or cancelled for merger consideration.

• A $1.5 billion private placement was completed in January 2026, and a $1.6 billion U.S. government financing package was agreed in June 2026, contingent on milestones.

• SVRE entered a $565 million long-term debt agreement with the U.S. International Development Finance Corporation to support rare earth operations.

• An offtake agreement was executed for the long-term supply of rare earth materials, with pricing based on escalated contractual floor prices and a 20-year term.

Voting matters and shareholder proposals

• Stockholders will vote on the issuance of common stock as merger consideration and other matters described in the proxy statement.

• SVRE shareholders approved the merger by written consent concurrent with the signing of the merger agreement.

Board of directors and corporate governance

• Directors, executive officers, and management may be deemed participants in the proxy solicitation for the merger.

• Information on directors’ and officers’ interests is included in the preliminary proxy statement and will be updated in future filings.