USA Rare Earth (USAR) Proxy filing summary

Executive summary

• A definitive merger agreement was signed for the acquisition of SVRE Holdings Ltd. by Middlebury Merger Sub Ltd., a subsidiary, with the merger making SVRE an indirect, wholly owned subsidiary.

• The merger is contingent on the capitalization of a special purpose vehicle (SPV) backed by $1.55 billion, including $750 million from the U.S. government, a $500 million debt facility commitment, and $300 million in forward purchase contracts.

• The SPV will purchase 100% of Phase 1 production from Serra Verde, anchoring a rare earth value chain outside Asia.

• The special meeting of stockholders to vote on the merger is scheduled for August 28, 2026, with the transaction expected to close promptly after, pending satisfaction of closing conditions.

Voting matters and shareholder proposals

• Stockholders are being asked to approve the issuance of common stock as merger consideration and other proposals related to the merger.

• Proxies previously submitted remain valid, and the Offtake Amendment does not change the proposals to be voted on, the record date, or the merger consideration.

Board of directors and corporate governance

• Two lawsuits have been filed against the board of directors, alleging insufficient disclosure in the proxy statement regarding the merger.

• The company denies all allegations and asserts that all required material terms have been fully disclosed.