What changed in this filing

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Item 5. Other Information

2025-08-11 compared with 2025-05-15 · 54 added, 75 removed, 22 unchanged (85% of the section changed)

OTHER INFORMATION

Adoption of Severance Plan

On August 11, 2025, the Board of Directors (the “Board”) of the Company and the Compensation Committee of the Board (the “Compensation Committee”) approved the USA Rare Earth, Inc.

Severance and Change of Control Protection Plan (the “Severance Plan”), pursuant to which the Company’s executive officers and certain senior management employees, as determined by the Compensation Committee (the “Eligible Participants”) may be eligible for certain severance benefits.

Pursuant to the Severance Plan, in the event that an Eligible Participant’s employment is terminated by the Company without cause or the Eligible Participant resigns for good reason in each case, not in connection with a change in control (all as defined in the Severance Plan) and subject to the effectiveness of a separation agreement including a general release of claims, the Eligible Participant is entitled to the following:

(i) for the CEO, 12 months of base salary and 12 months of COBRA coverage and (ii) for all other Eligible Participants 6 months of base salary and 6 months of COBRA coverage, and for both the CEO and other Eligible Participants, acceleration of the next tranche of outstanding equity awards at the time of termination, with performance awards vesting based on target performance.

USA Rare Earth, Inc.

| Q2'2025 Quarterly Report (Form 10-Q) | 43

Pursuant to the Severance Plan, in the event that an Eligible Participant’s employment is terminated by the Company without cause or the Eligible Participant resigns for good reason in each case, in connection with a change in control and subject to the effectiveness of a separation agreement including a general release of claims, the Eligible Participant is entitled to the following:

(i) for the CEO, 1.5 times the sum of his annual base salary and target bonus, 18 months of COBRA coverage, and (ii) for all other Eligible Participants 1 times the sum of their annual base salary and target bonus, 12 months of COBRA coverage, and for both the CEO and other Eligible Participants, acceleration of outstanding equity awards at the time of termination, with performance awards vesting based on target performance, and six months of outplacement services.

The foregoing description of the Severance Plan does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text thereof, a copy of which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q.

Founder and Annual Equity Grants

On August 11, 2025, the Board and Compensation Committee approved grants of certain time-based vesting equity awards in the form of restricted stock units (“RSUs”) to the Company’s executive officers among others in order to enable the Company to retain and reward such individuals for their efforts that will support the sustained progress and growth of the Company.

For the Company’s named executive officers, effective as of the first day of the open trading window, the Chief Executive Officer, Joshua Ballard, was awarded 90,992 RSUs vesting ratably over a two-year period and 181,984 RSUs vesting ratably over a three-year period;

the Chief Financial Officer, William Robert Steele Jr., was awarded 90,992 RSUs vesting ratably over a two-year period and 90,992 RSUs vesting ratably over a three-year period;

and the Company’s Chief Legal Officer, David Kronenfeld, was awarded 27,298 RSUs vesting ratably over a two-year period, 40,947 RSUs vesting ratably over a three-year period, and 18,199 RSUs vesting in May 2026.

Rule 10b5-1 Trading Arrangements

During the quarter ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

USA Rare Earth, Inc.

| Q2'2025 Quarterly Report (Form 10-Q) | 44

Exhibit Index

Certificate of Merger of IPXX Merger Sub, LLC with and into USA Rare Earth, LLC (incorporated herein by reference to Exhibit 2.4 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Plan of Domestication (incorporated herein by reference to Exhibit 2.5 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Certificate of Corporate Domestication of USA Rare Earth, Inc (incorporated herein by reference to Exhibit 3.1 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Exhibit Number Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date

Certificate of Incorporation of USA Rare Earth, Inc.

(incorporated herein by reference to Exhibit 3.2 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Bylaws of USA Rare Earth, Inc.

(incorporated herein by reference to Exhibit 3.3 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

8-K 001-41711 3.2 3/19/2025

USA Rare Earth, Inc.

Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.4 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock.

8-K 001-41711 3.4 3/19/2025

Certificate of Amendment, dated May 1, 2025, to USA Rare Earth, Inc.

Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.2 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on May 5, 2025.

Form of Warrant issued to each Series A Investor (incorporated herein by reference to Exhibit 4.4 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock .

8-K 001-41711 3.2 5/5/2025

Form of Warrant issued to each Series A Investor.

8-K 001-41711 4.4 3/19/2025

Form of Warrant issued to PIPE Investors .

Form of Waiver to Warrants issued to Series A Investors and PIPE Investors (incorporated herein by reference to Exhibit 4.5 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on May 5, 2025).

Amended and Restated Registration Rights Agreement, dated as of March 13, 2025, by and among USA Rare Earth, Inc., Inflection Point Holdings II LLC and certain other holders of USA Rare Earth, Inc (incorporated herein by reference to Exhibit 10.1 to the Annual Report on Form 10-K (Reg.

001-41711) filed by the registrant on March 31, 2025).

Sponsor Support Agreement, by and among Inflection Point Acquisition Corp.

II, Inflection Point Holdings II LLC, and the other parties thereto (incorporated herein by reference to Exhibit 10.2 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Amendment No.

1 to Sponsor Support Agreement, dated as of January 31, 2025, by and among Inflection Point Acquisition Corp.

II, Inflection Point Holdings II LLC, and the other parties thereto (incorporated herein by reference to Exhibit 10.8 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Form of Securities Purchase Agreement, by and among, Inflection Point Acquisition Corp.

II, USA Rare Earth, LLC and the purchasers party thereto (incorporated herein by reference to Exhibit 10.5 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Series A SPA Termination Agreement, dated as of January 31, 2025, by and among Inflection Point Acquisition Corp.

II, USA Rare Earth, LLC and Inflection Point Fund I, LP (incorporated herein by reference to Exhibit 10.9 filed with the Registration Statement on Form S-4/A (Reg.

333-283181) filed by the registrant on February 13, 2025).

Amendment No.

1 to Securities Purchase Agreement, dated as of January 22, 2025, by and among Inflection Point Acquisition Corp.

II, USA Rare Earth, LLC and Michael Blitzer (incorporated herein by reference to Exhibit 10.1 filed with the Current Report on Form 8-K (File No.

001-41711) filed by the registrant on January 28, 2025).

Form of Forward Purchase Agreement (incorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K (File No.

001-41711) filed by the registrant on March 11, 2025).

Assignment and Assumption of Employment Agreement, dated as of March 12, 2025, by and between USA Rare Earth, Inc.

(f/k/a Inflection Point Acquisition Corp.

II), USA Rare Earth, LLC and Joshua Ballard (incorporated herein by reference to Exhibit 10.32 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Assignment and Assumption of Employment Agreement, dated as of March 12, 2025, by and between USA Rare Earth, Inc.

(f/k/a Inflection Point Acquisition Corp.

II), USA Rare Earth, LLC and William Robert Steele Jr.

(incorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K (File No.

001-41711) filed by the registrant on March 17, 2025).

Employment Agreement, effective as of March 24, 2025, between USA Rare Earth, Inc.

and William Robert Steele Jr.

(incorporated by reference to Exhibit 10.2 filed with the Current Report on Form 8-K (File No.

001-41711) filed by the registrant on March 17, 2025).

USA Rare Earth, Inc.

2024 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.35 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Form of Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.36 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Termination Agreement, dated as of March 13, 2025, between USA Rare Earth, Inc.

(f/k/a Inflection Point 4.2* 10.4 Acquisition Corp.

II) and Michael Blitzer (incorporated herein by reference to Exhibit 10.37 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Seventh Amended and Restated Operating Agreement of USA Rare Earth, LLC (incorporated herein by reference to Exhibit 10.38 filed with the Annual Report on Form 10-K (Reg.

001-41711) filed by the registrant on March 31, 2025).

Form of Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.39 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.40 filed with the Current Report on Form 8-K (Reg.

001-41711) filed by the registrant on March 19, 2025).

10-Q 001-41711 4.2 5/15/2025

Form of Waiver to Warrants issued to Series A Investors and PIPE Investors.

8-K 001-41711 4.5 5/5/2025

Common Stock Purchase Warrant, d ated May 2, 2025

001-41711 4.1

Pre-Funded Common Stock Purchase Warrant, d ated May 2, 2025

001-41711 4.2

Amended and Restated Securities Purchase Agreement, dated as of April 29, 2025, by and between USA Rare Earth, Inc.

and the investor named therein.

001-41711 10.1

Registration Rights Agreement, dated as of May 2, 2025, by and between USA Rare Earth, Inc.

and the investor named therein.

001-41711 10.5

S everance and Change of Control Protection Plan

Form of RSU Agreement for Officers and Employees

Form of RSU Agreement for Certain Officer s and Employees

Form of RSU Agreement for Directors

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

5 unchanged sentences

* Filed herewith.

** The certification furnished

in Exhibit 32.1 is not deemed “filed” for purposes of Section 18 of

the Exchange Act, or otherwise subject to the liability of that section, nor shall they be

deemed incorporated by reference into any filing under the Securities Act or the Exchange

contract or compensatory plan or arrangement.

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

** The certification furnished in Exhibit 32.1 is not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

USA Rare Earth, Inc.

| Q2'2025 Quarterly Report (Form 10-Q) | 45

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

USA Rare Earth, Inc.

August 11, 2025 By:

/s/ JOSHUA BALLARD

2 unchanged sentences

(Principal Executive Officer)

August 11, 2025 By:

/s/ WILLIAM ROBERT STEELE JR.

2 unchanged sentences

(Principal Financial and Accounting Officer)

USA Rare Earth, Inc.

| Q2'2025 Quarterly Report (Form 10-Q) | 46

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information