Common Stock, par value $0.0001
- Symbol
- USAR
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Current Report · Items 5.07 · 8-K
USA Rare Earth, Inc.
USARNASDAQEQUITYCurrent
Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders On August 28, 2026, USA Rare Earth, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to (i) approve the issuance of 126,849,307 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) in the merger contemplated by the Agreement and Plan of Merger, dated as of April 19,…
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
Registered securities in this filing
USA Rare Earth, Inc. · 8-K · Filed 2026-08-31
Disclosure sections
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders
On August 28, 2026, USA Rare Earth, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to (i) approve the issuance of 126,849,307 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) in the merger contemplated by the Agreement and Plan of Merger, dated as of April 19, 2026, as amended by Amendment No. 1, dated July 16, 2026, by and among the Company, Middlebury Merger Sub, Ltd., a business company limited by shares incorporated under the laws of the British Virgin Islands, SVRE Holdings Ltd., a business company limited by shares incorporated under the laws of the British Virgin Islands, and Serra Verde Rare Earths Ltd., a company incorporated and existing under the laws of the British Virgin Islands, solely in its capacity as the representative of the stockholders of SVRE Holdings Ltd. (the “Share Issuance Proposal”), and (ii) adjourn the Special Meeting, if necessary or appropriate to solicit additional proxies in favor of the Share Issuance Proposal (the “Adjournment Proposal”).
As of July 22, 2026, the record date for the Special Meeting (the “Record Date”), 244,720,099 shares of Common Stock and 1,224,351 shares of the Series A Preferred Stock, par value $0.0001 per share, of the Company (the “Series A Preferred Stock”), representing 247,181,020 shares of Common Stock on an as-converted basis, were outstanding and entitled to be voted at the Special Meeting. Holders of Common Stock and Series A Preferred Stock (on an as-converted basis) voted as a single class on each matter presented at the Special Meeting.
The final results for the proposals voted on at the Special Meeting are set forth below:
Proposal 1 - Share Issuance Proposal
This proposal was approved. The following table shows the results of the stockholders’ vote:
Votes For Votes Against Abstentions
───────────────────────────────────────────────────
108,248,297 1,403,269 16,879,393
Proposal 2 - Adjournment Proposal
This proposal was approved. The following table shows the results of the stockholders’ vote:
Votes For Votes Against Abstentions
──────────────────────────────────────────────────
94,439,941 15,025,106 17,065,912