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Current Report · Items 7.01, 9.01 · 8-K

USA Rare Earth, Inc.

USARNASDAQEQUITYCurrent

Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 1, 2026, USA Rare Earth, Inc. (the “Company”) issued a press release announcing the completion of its CEO transition to CEO Thras Moraitis, a copy of which is being furnished as Exhibit 99.1 hereto and incorporated by reference herein.…

Filed Oct 1, 2026Accepted Oct 1, 2026, 7:57 AM EDTCIK 1970622Accession 0001213900-26-105454
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Company context

USA Rare Earth, Inc. (Nasdaq: USAR) is building a fully integrated rare-earth and permanent-magnet value chain across the United States, Brazil and the United Kingdom. Through its ownership of Less Common Metals (LCM), one of the world’s leading producers of rare-earth metals and alloys, its development of magnet manufacturing capacity in Stillwater, Oklahoma, its Pela Ema mine in Brazil and the Round Top deposit in Texas, USA Rare Earth is pursuing capabilities across the value chain from mining to metal-making, alloy production and neodymium magnet manufacturing. USA Rare Earth is establishing a secure, Western-aligned supply of materials essential to the aerospace and defense, semiconductor, energy, data center, physical AI, mobility, healthcare and industrial sectors. For more information, visit www.usare.com.

Current securities

Historical securities (4)

Recent company filings

  1. 144 filingOct 2, 2026
  2. 424B3 filingSep 17, 2026
  3. EFFECT filingSep 15, 2026
  4. EFFECT filingSep 15, 2026
  5. Other EventsSep 15, 2026

Registered securities in this filing

USA Rare Earth, Inc. · 8-K · Filed 2026-10-01

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common stock, par value $0.0001 per share

Symbol
USAR
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-10-01

Dimensions: Not supplied

Accession 000121390026105454 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On October 1, 2026, USA Rare Earth, Inc. (the “Company”) issued a press release announcing the completion of its CEO transition to CEO Thras Moraitis, a copy of which is being furnished as Exhibit 99.1 hereto and incorporated by reference herein. On October 1, 2026, the Company distributed a CEO letter to its employees, a copy of which is being furnished as Exhibit 99.2 hereto and incorporated by reference herein. The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is “furnished” and shall not be deemed “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act.
Filed exhibits (2)
EX-99.1 (by filename) ea030718301ex99-1.htm

Exhibit 99.1 USA Rare Earth Completes CEO Transition Thras Moraitis Sets Integration, Execution and Growth Priorities STILLWATER, Okla., Oct. 1, 2026 (GLOBE NEWSWIRE) -- USA Rare Earth (Nasdaq: USAR) (the “Company”), a rare earth, critical minerals and advanced materials company, today announced the completion of its previously disclosed CEO succession plan. Thras Moraitis, who was previously President of USA Rare Earth, has assumed the CEO position and will focus on integrating the Company’s rare-earth businesses, strengthening execution and reliably serving customers seeking secure supplies of critical materials. “We have assembled the capabilities needed to compete across the rare-earth value chain across multiple countries,” said Thras Moraitis, CEO of USA Rare Earth. “Our immediate priority is to bring these businesses together, establish clear accountability and execute reliably for customers. A relentless focus on implementation will be central to delivering value for our investors, customers, government partners and host communities.” The Company has organized its operations into three business units designed to support faster decision-making, accountability and discip…

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EX-99.2 (by filename) ea030718301ex99-2.htm

Exhibit 99.2 Dear Colleagues, On my first day as CEO of this exciting company, I would be remiss in not thanking Barbara Humpton for her remarkable leadership in bringing together the components of what is primed to be a world-leading integrated advanced materials corporation. I am very engaged by the opportunity to get into the trenches alongside you to realize the enormous potential of this growth platform. What I inherit from Barbara and your tireless work is a solid foundation from which we can move forward to create the world’s leading rare earth enterprise, while making a meaningful contribution to our society and its future for generations to come. The start line The place to begin is outlining a clear Vision - our guiding goal which we will strive to achieve in the coming years - and our Mission - which defines our purpose as an organization. A clear articulation of these core tenets informs the foundation of all successful, purpose-driven organizations, and very few companies have a more compelling reason to exist than USA Rare Earth. “OUR VISION To be the world’s leading rare earth enterprise: a pioneering global advanced materials company that excels at every stag…

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