−Removed: Legal Proceedings.
−Removed: From time to time, we may become involved in legal
−Removed: proceedings or be subject to claims that arise in the ordinary course of our business, the outcomes of which are subject to uncertainty.
−Removed: Any claims against us, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management
−Removed: time, create a negative perception of the company with communities, stakeholders, and government agencies and result in the diversion
−Removed: of significant operational resources.
−Removed: A complaint was filed in Delaware Chancery
−Removed: Court by Ramco Asset Management, LLC (“ Ramco ”), US Trading Company Metals RE, LLC, and Dinsha Dynasty Trust
−Removed: (collectively, the “ Plaintiffs ”) on July 29, 2022 against USARE OpCo, Morzev Pty Ltd., Mordechai Gutnick ATF the
−Removed: Morzev Trust, Mordechai Gutnick, and Pini Althaus (collectively, the “ Defendants ”), captioned Ramco Asset
−Removed: Management, LLC v.
−Removed: USA Rare Earth, LLC, C.A.
−Removed: 2022-0665-SG (as amended, the “ Complaint” ).
−Removed: In connection with
−Removed: this matter and a disagreement regarding the number of units of USARE OpCo that were issued to the Plaintiffs in transactions during
−Removed: 2019, the Complaint alleged causes of action for breach of contract, breach of fiduciary duty, breach of the Corporations Act
−Removed: (Australia), fraud and misrepresentation, and breach of the duty of good faith and fair dealing.
−Removed: The Complaint seeks a variety of
−Removed: relief, including compensatory and punitive damages, curative equity, attorneys fees and expenses and other relief as may be granted
−Removed: by the court.
−Removed: USARE OpCo thereafter filed a motion to dismiss Plaintiffs’ claims.
−Removed: After motion practice and argument, the
−Removed: court dismissed all claims, except for Ramco’s alleged breach of contract claim and alleged breach of good faith and fair
−Removed: dealing as asserted against USARE OpCo.
−Removed: The remaining plaintiff has not quantified its alleged damages.
−Removed: Ramco and USARE OpCo are now
−Removed: engaged in discovery, with trial scheduled for November 2025.
−Removed: intends to contest this matter vigorously.
−Removed: Mine Safety Disclosures.
+Added: Item 3 — Legal Proceedings
+Added: See Note 6, “Commitments and Contingencies – Litigation,” of the Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K (the “Notes”), which is incorporated by reference into this Item 3, for a description of the lawsuits pending, if any, against us.
+Added: Item 4 — Mine Safety Disclosures
Not applicable.
+Added: USA Rare Earth, Inc.
+Added: | 2025 Annual Report (Form 10-K) | 53
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.