USA Rare Earth (USAR) Registration filing summary

Company overview and business model

• Building a fully integrated rare earth and permanent magnet value chain across the U.S., U.K., France, and Brazil, spanning mining, metal-making, alloy production, and neodymium magnet manufacturing.

• Owns Less Common Metals, a leading rare earth metals and alloys producer, and is developing magnet manufacturing in Oklahoma, the Pela Ema mine in Brazil, and the Round Top deposit in Texas.

• Aims to establish a secure, Western-aligned supply of critical materials for aerospace, defense, semiconductor, energy, and other sectors.

Financial performance and metrics

• As of May 11, 2026, 223,035,366 shares of common stock outstanding, with additional shares reserved for warrants, preferred stock conversion, and equity compensation.

• Since inception, has generated negative operating cash flows and may continue to experience negative cash flow from operations.

Use of proceeds and capital allocation

• Proceeds from the exercise of Preferred Investor Warrants (if exercised for cash) are intended for general corporate purposes; maximum potential proceeds are approximately $17.1 million.

• No proceeds will be received from the issuance of Earnout Shares or conversion of Series A Preferred Stock, nor from the resale of shares by selling stockholders.