USA Rare Earth, Inc. — Form 8-K

On September 3, 2026, USA Rare Earth completed its merger with Serra Verde Rare Earths Ltd., issuing 126,849,307 common shares and $300 million cash as purchase consideration. The merger creates an integrated rare earth and permanent magnet platform combining Serra Verde's Brazilian upstream heavy rare earth operation with USAR's processing and magnet-making capabilities. The transaction also involved DFC warrant conversions (extinguishing $100M Incremental Loan), registration rights grants to 17 shareholders, and a board seat for VB (Rare Earths) Limited when it holds ≥5% beneficial ownership.