Other Events. Lock-Up Agreements In accordance with the Merger Agreement, at the closing of the Merger, each SVRE Shareholder and certain employees and consultants of SVRE and its subsidiaries entered into a lock-up agreement with USAR substantially in the form attached to the Merger Agreement (the “ Lockup Agreement ”) pursuant to which, among other things, such persons have agreed not to transfer a portion of the USAR Shares received as Merger Consideration pursuant to the Merger Agreement…

of this Current Report on Form 8-K related to the Aggregate Stock Merger Consideration is incorporated herein by reference. This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. 2

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. In connection with the closing of the Merger, Merger Sub assumed on the Closing Date all of the rights and obligations of SVRE under a Finance Agreement, dated as of January 21, 2026 (as amended, the “ Finance Agreement ”), pursuant to which DFC agreed to provide a loan to SVRE in an aggregate principal amount not to exceed $565,000,000, consisting of (i) a first tranche (the “ I…

Entry into a Material Definitive Agreement. Agreement and Plan of Merger As previously disclosed on April 19, 2026, USA Rare Earth, Inc. (“ USAR ”) entered into a definitive Agreement and Plan of Merger (as amended by Amendment No. 1, dated July 16, 2026 (“ Amendment No. 1 ”), and Amendment No. 2, dated September 3, 2026 (“ Amendment No. 2 ”), and as may be further modified, amended or supplemented from time to time, the “ Merger Agreement ”) by and among (i) USAR, (ii) Middlebury Merger Sub…

Unregistered Sales of Equity Securities The information under

Director — Thrasyvoulos Moraitis, Sir Michael Lawrence Davis: The filing discloses the appointment of new directors to the board in connection with a merger closing, which is a board composition change rather than the departure of a sitting executive.

Other Events. The Offtake Amendment and the Capitalization of the Counterparty As previously disclosed, SV Management Switzerland AG (“SV Management Switzerland”), a subsidiary of SVRE, and a special purpose vehicle capitalized by the U.S. government and private capital sources (the “Counterparty”) entered into an Offtake Agreement, dated as of April 20, 2026 (as amended from time to time, the “Offtake Agreement”), for the long-term supply of rare earth materials produced by SVRE. Under Claus…

<TEXT> Document 1 - file: usar-20260810.htm </DOCUMENT> <DOCUMENT> <TYPE>EX-99.1 <SEQUENCE>2 <FILENAME>exhibit991-earningsrelease.htm <DESCRIPTION>EXHIBIT 99.1 - Q2'2026 EARNINGS RELEASE <TEXT> Document 2 - file: exhibit991-earningsrelease.htm </DOCUMENT> <DOCUMENT> <TYPE>EX-101.SCH <SEQUENCE>3 <FILENAME>usar-20260810.xsd <DESCRIPTION>XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT <TEXT> Document 3 - file: usar-20260810.xsd </DOCUMENT> <DOCUMENT> <TYPE>EX-101.DEF <SEQUENCE>4 <FILENAME>usar-20260810_…

Completion of Acquisition or Disposition of Assets As previously disclosed, on March 4, 2026, USA Rare Earth, Inc. (“USAR”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) by and among USAR, Texas Mineral Resources Corp., a Delaware corporation (“TMRC”), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of USAR (“First Merger Sub”), and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of USAR (…

Other Events. Share Purchase and Investment Agreement On July 22, 2026, USA Rare Earth, Inc. (“USAR” or the “Company”) entered into a Share Purchase and Investment Agreement (the “Investment Agreement”) by and among (i) Frédéric Carencotte (the “Founder”), a French citizen, (ii) CareInvest, a French société par actions simplifiée controlled by the Founder (together with the Founder, the “Majority Shareholders”), (iii) USAR, (iv) InfraVia CMF Invest S.à r.l., a Luxembourg private limited liabi…

Unregistered Sales of Equity Securities. The information under

CEO — Barbara Humpton: Barbara Humpton is retiring as CEO and will be succeeded by Thrasyvoulos Moraitis.

Other Events. In connection with the transactions contemplated by the Merger Agreement, on July 16, 2026, USAR filed with the Securities and Exchange Commission (the “SEC”) Amendment No. 2 (“Amendment No. 2”) to the preliminary proxy statement that was filed on Schedule 14A on May 13, 2026 (together with Amendment No. 1, which was filed on June 12, 2026, and Amendment No. 2, the “Preliminary Proxy Statement”), which included an updated version of USAR’s unaudited pro forma condensed combined…

Entry into a Material Definitive Agreement. On July 16, 2026, USAR, Merger Sub, SVRE and the Shareholder Representative entered into Amendment No. 1 to the Merger Agreement (“Amendment No. 1 to the Merger Agreement”), pursuant to which the satisfaction (and non-waiver) of certain conditions precedent set forth in the offtake agreement entered into on April 20, 2026 by and between SV Management Switzerland AG (“SV Management Switzerland”), a subsidiary of SVRE, and a special purpose vehicle ca…

General Counsel — David Kronenfeld: The company decided to end its relationship with David Kronenfeld, the Company’s general counsel.

Other Events. In connection with the transactions contemplated by the Merger Agreement (the “Merger”), on June 15, 2026, USAR filed with the Securities and Exchange Commission (the “SEC”) Amendment No. 1 (“Amendment No. 1”) to the preliminary proxy statement that that was filed on Schedule 14A on May 13, 2026 (together with Amendment No. 1, the “Preliminary Proxy Statement”), which included USAR’s unaudited pro forma condensed combined financial statements as of and for the three months ended…

Other Events. In connection with the transactions contemplated by the Merger Agreement (the “Merger”), on May 13, 2026 USAR filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement on Schedule 14A related to the Merger (the “Preliminary Proxy Statement”), and a Current Report on Form 8-K, which included the unaudited pro forma condensed combined financial statements of USAR for the year ended December 31, 2025. USAR is filing this Current Report on Form 8-K…

of this Current Report on Form 8-K, including Exhibit 99.1, 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. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K and the documents included as exhibits hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation R…

Unregistered Sales of Equity Securities The information under

Other Events USAR is providing the additional risk factors set forth below to supplement the risks described in “Risk Factors” in USAR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Risk Factors The execution of the Funding Agreements, the Securities Issuance Agreement and the Warrant with the Department of Commerce, the receipt of funding thereunder and the consummation of the related transactions are subject to a number of risks and uncertainties, and the DOC’s ow…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information under

Entry into a Material Definitive Agreement. Direct Funding Agreement & Loan Guarantee Agreement On January 26, 2026, USA Rare Earth, Inc. (“ USAR ”) previously announced its entry into a non-binding letter of intent by and between USAR and the United States Department of Commerce (the “ DOC ”) with respect to funding in an aggregate amount equal to $1.6 billion, including $277.0 million in direct funding awards and $1.3 billion in senior secured debt with a 15-year term and an expected rate o…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. To the extent applicable, the disclosures included under

Regulation FD Disclosure. On June 2, 2026, the Company issued a press release announcing the Company's rare earth magnet manufacturing facility project in Cherokee County, South Carolina. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (th…

Entry into a Material Definitive Agreement. The Lease On June 1, 2026, USA Rare Earth, Inc. (the “Company”) entered into a Lease Agreement (the “Lease”) with TC Liberty Development, LLC, a Delaware limited liability company (“Landlord”), for the lease of a to-be-constructed specialty rare earth magnet manufacturing facility located on Bear Den Road in Blacksburg, Cherokee County, South Carolina (the “Premises”). The Premises will be used for specialty manufacturing and general industrial/ware…