USA Rare Earth, Inc. (USAR) Form 8-K — Sep 4, 2026

$USARForm 8-KItems 1.01, 2.01, 2.03, 3.02, 5.02, 7.01, 8.01, 9.01Filed Sep 4, 2026, 7:11 AM ET0001213900-26-097399Original filing

USA Rare Earth completed its acquisition of SVRE Holdings Ltd. (Serra Verde) on September 3, 2026, paying $300 million in cash and issuing 126,849,307 shares of USAR common stock as merger consideration, making the Pela Ema rare earth operation an indirect wholly owned subsidiary. As part of the closing, USAR assumed SVRE's finance agreement with the U.S.

Key figures

Total Debt: $425.0 million DFC loan principal outstanding (SVRE, as of June 30, 2026); pro forma DFC loans of ~$304.1 million on the combined balance sheet
Debt Amount: DFC financing commitment up to $565,000,000 ($465,000,000 Initial Loan + $100,000,000 Incremental Loan, extinguished at closing); $425,000,000 principal outstanding under the Retained Finance Agreement as of June 30, 2026
Total Assets: $6.727 billion pro forma as of June 30, 2026
Cash Position: $1.392 billion pro forma as of June 30, 2026
Deal Value Usd: $300,000,000 cash plus 126,849,307 shares of USAR common stock
Interest Rate: Term SOFR (0.00% floor) + 4.0% per annum on the Initial Loan
Maturity Date: Initial Loan term not to exceed 15 years from initial disbursement, repayable in up to 49 quarterly sculpted installments
Shares Offered: 126849307
Ceo base salary: CHF 905,000 per annum
Lockup structure: one-third of merger shares locked up 90 days, one-third 180 days, one-third unrestricted
Pro forma goodwill: $602.5 million
Resale registration: S-3 resale registration statement due on the first business day after closing
Board seat threshold: Vision Blue board designee right while it beneficially owns at least 5% of USAR common stock
Pro forma revenue fy2025: $4.1 million
Pro forma net loss fy2025: $439.7 million attributable to USAR (EPS -$1.50)
Pro forma revenue h1 2026: $12.1 million
Doc warrant exercise price: $17.17 per share (17,600,584 shares); SIA shares fair value $451.4 million and DOC warrants fair value $430.9 million at June 3, 2026 award
Private placement jan 2026: $1.5 billion gross at $21.50 per share (69,767,442 shares)
Pro forma net loss h1 2026: $115.5 million attributable to USAR (EPS -$0.34)
Pro forma stockholders equity: $4.714 billion

Price after filing

1 day: 0.0%7 days: -11.6%30 days: -22.8%

Close on the filing date to close N calendar days later (from $17.61). Historical, not a forecast.

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